Pride Houston® By-Laws 11.03.2015 | Page 9

Pride Houston ® By -­‐ Laws Voted in November 03 , 2015
year ; A master ’ s degree in accounting or finance ; CPA certificate or equivalent and a clean background check ; The current Board of Directors has the authority to include any other qualifications as needed prior to voting a CFO in .
3.03 Removal of Officers Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with Good Cause . The removal of an officer shall be without prejudice to the contract rights , if any , of the officer . For the purposes of this Article 3 , “ Good Cause ” shall be deemed to exist if the officer to be removed :
a . fails or neglects efficiently and diligently to carry out such officer ’ 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 officer ’ s duties to the Corporation commits any act of gross misconduct or a violation of law ; d . through such officer ’ 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 officer ’ s performance as an officer of the Corporation or reflects poorly on the Corporation ;
3.04 Vacancies A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer ’ s term .
3.05 Chief Executive Officer The Chief Executive Officer shall be the President and Chairman of the Board of Directors . The Chief Executive Officer shall oversee all of the business and affairs of the Corporation . The Chief Executive Officer shall preside at all meetings of the Directors and of the Board of Directors . The Chief Executive Officer may execute any deeds , mortgages , bonds , contracts , or other instruments that the Board of Directors has authorized to be executed . However , the President may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors , the bylaws , or statute . The Chief Executive Officer shall perform other duties prescribed by the Board of Directors and all duties incident to the office of Chief Executive Officer . The Chief Executive Officer shall appoint all committees with the advice and consent of a majority of the Board of Directors and the Chief Executive Officer shall be an ex -­‐ officio member of each Board of Director and Production Team committee . All meetings of the Board of Directors and committees shall be conducted according to Robert ’ s Rules of Order .
3.06 Executive Vice President When the Chief Executive Officer / President is absent , is unable to act , or refuses to act , an Executive Vice President shall perform the duties of the President . When an Executive Vice President acts in place of the President , the Executive Vice President shall have all the powers of and be subject to all the restrictions upon the President . If there is more than one Executive Vice President , the Executive Vice Presidents shall act in place of the President in the order of the votes received when elected . An Executive Vice President shall perform other duties as assigned by the President or board of directors .
3.07 Chief Financial Officer The Chief Financial Officer shall perform or direct and oversee the performance , of all duties incident to the office of the Chief Financial Officer and such other duties as may be required by law , or by these bylaws , or which may be assigned from time to time by the Board of Directors . The Chief Financial Officer Shall : a . Have charge and custody of and be responsible for all funds and securities of the Corporation .
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