Pride Houston ® By -‐ Laws Voted in November 03 , 2015
payments to directors of a fixed sum and expenses of attendance , if any , for attendance at each meeting of the Board of Directors . A director may serve the Corporation in any other capacity and receive compensation for those services . Any compensation that the Corporation pays to a director shall be commensurate with the services performed and reasonable in amount .
2.18 Removal of Directors The Board of Directors may vote to remove a Director at any time , with Good Cause . For the purposes of this Article 2 , “ Good Cause ” shall be deemed to exist if the Director to be removed :
a . fails or neglects efficiently and diligently to carry out such Director ’ s duties to the reasonable satisfaction of the Board of Directors ; b . is guilty of any material or persistent breach or non -‐ observance of any of the provisions of these Bylaws or the other governing documents of the Corporation ; c . in the performance of such Director ’ s duties to the Corporation commits any act of gross misconduct or a violation of law ; d . through such Director ’ s act or omission , adversely prejudices or is likely in the opinion of the Board of Directors adversely to prejudice the interests or reputation of the Corporation ; e . is convicted of any criminal offense ( excluding traffic violations not chargeable as felonies ) involving dishonesty , fraud , theft , embezzlement or sexual misconduct , or which materially impacts such Director ’ s performance as a Director of the Corporation or reflects poorly on the Corporation ; f . fails to attend three consecutive meetings of the Board of Directors ; or g . fails , on or prior to the final day of a calendar year ( other than the calendar year in which such Director ’ s term commences ) to raise on the Corporation ’ s behalf , or donate to the Corporation , or a combination of the two , a minimum of twelve hundred dollars ($ 1,200.00 ).
A meeting to consider the removal of a Director may be called and notice given following the procedure provided in these bylaws . The notice of the meeting shall state that the issue of possible removal of the Director will be on the agenda and the notice shall state the possible cause for removal . At the meeting , the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the Director . A Director may be removed for good cause by the affirmative vote of the majority of the number of Directors then in office .
2.19 Board Observers Upon initial and second nomination , the Board of Directors may vote at any time to appoint a person as a Board Observer . Board Observers are entitled to attend meetings of the Board of Directors , but shall not be entitled to vote or counted for the purposes of a quorum . Board Observers are entitled to notices of general board meetings . Board Observers will serve for twelve ( 12 ) months from the date elected and automatically terminate unless otherwise re -‐ elected . Board Observers can also serve as Committee Members or Committee Chairs of any Production Team Committee as part of the qualifications to become a voting Board of Director .
2.20 Decision without Meeting Any decision required or permitted to be made at a meeting of the Board of Directors , or any committee of the Corporation may be made without a meeting . A decision without a meeting may be made if a majority of the members of the Board of Directors or committee , entitled to vote on the matter , approve the action to be taken . The original signed consents shall be placed in the Corporation minute book and kept with the Corporation ’ s records .
2.21 General Voting During any meeting of the Board of Directors where a quorum is present each Director shall be able to cast one ( 1 ) vote to reach a decision regarding the matters of the organization . In the event there is a stalemate or tie decision on any topic where a vote is necessary the Officers of the Corporation will cast a second vote and be the deciding factor on the topic . Should the Officers also reach a stalemate then the President / Chief Executive Officer will be the
7