Pride Houston® By-Laws 11.03.2015 | Page 13

Pride Houston ® By -­‐ Laws Voted in November 03 , 2015
of Directors of the Corporation and until a successor is appointed . However , the term of a committee member may terminate earlier if the committee is terminated or if the member dies , ceases to qualify , resigns , or is removed as a member . A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment . A person appointed to fill a vacancy on a committee shall serve for the unexpired portion of the terminated committee member ' s term .
5.04 Chairs and Vice -­‐ Chairs The elected board member on each committee shall be designated as chair of the committee and another member of each committee may be designated by the chairs as the vice -­‐ chair . The chair shall call and preside at all meetings of the committee . When a chair is absent , is unable to act , or refuses to act , the vice -­‐ chair shall perform the duties of the chair . When a vice -­‐ chair acts in place of the chair , the vice -­‐ chair shall have all the powers of and be subject to all the restrictions upon the chair .
5.05 Notice of Meetings Written or printed notice of a committee meeting shall be delivered to each member of a committee not less than seven ( 7 ) nor more than 60 days before the date of the meeting . The notice shall state the place , day , and time of the meeting , and the purpose or purposes for which the meeting is called .
5.06 Committee Meetings and Minutes A committee member is to be elected to take minutes of every meeting and delivered to the Secretary of the corporation to maintain with the corporate records and distribution to the Board of Directors .
5.07 Quorum One half of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee . The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains . However , no action may be approved without the vote of at least a majority of the number of committee members required to constitute a quorum . If a quorum is present at no time during a meeting , the chair may adjourn and reconvene the meeting one time without further notice .
5.08 Actions of Committees Committees shall try to take action by consensus . However , the vote of a majority of committee members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the committee unless the act of a greater number is required by law or the bylaws . A committee member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the act of the committee .
5.09 Compensation Committee members shall not receive salaries for their services . The Board of Directors may adopt a resolution providing for payment to committee members of a fixed sum and expenses of attendance , if any , for the attendance at each meeting of the committee . A committee member may serve the Corporation in any other capacity and receive compensation for those services . Any compensation that the Corporation pays to a committee member shall be commensurate with the service performed and shall be reasonable in amount .
5.10 Rules Each committee may adopt rules for its own operation not inconsistent with the bylaws , with rules adopted by the Board of Directors , or Robert ’ s Rules of Order .
ARTICLE 6 . – GIVE OR GET PROGRAM
6.01 Give or Get Program Each Director of the Corporation is required to participate in the Give or Get Program . This is a separate
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