Pride Houston® By-Laws 11.03.2015 | Page 5

Pride Houston ® By -­‐ Laws Voted in November 03 , 2015
number of Directors , shall be filled by the Board of Directors . A vacancy is filled by the affirmative vote of a majority of the remaining directors , even if it is less than a quorum of the Board of Directors , or if it is a sole remaining Director . A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office .
2.07 Annual Meeting At the beginning of each fiscal year the Board of Directors shall hold an annual meeting following the annual Celebration . At the annual meeting , the Directors can elect Directors and transact any other business that may come before the meeting . If , in any year , the election of directors is not held on the day designated for the annual meeting , or at any adjournment of the annual meeting , the Board of Directors shall call a special meeting of the members to conduct the election of directors .
2.08 Regular Meetings The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings . The meetings may be held either within or outside of the State of Texas and shall be held at the Corporation ’ s registered office in Texas if the resolution does not specify the location of the meetings . No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings .
2.09 Special Meetings Special meetings ( in person , conference calls , etc .) of the Board of Directors may be called by President , the Board of Directors , or not less than fifty ( 50 ) percent of the voting Directors . A person or persons authorized to call special meetings of the Board of Directors may fix any place within or outside of the State of Texas as the place for holding a special meeting . The person or persons calling a special meeting shall notify the Secretary of the information required to be included in the notice of the meeting . The Secretary shall give notice to the Directors as required in the Bylaws .
2.10 Teleconference Meetings Unless otherwise restricted by the Articles of Incorporation or these Bylaws , any Board Member or any committee of the Board may participate in a meeting of the Board or such committee by means of a teleconference system or similar communications equipment by means of which all persons participating in the meeting can hear each other . Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting , except where a person participated in the meeting for the express purpose of objection to the transaction of any business on the ground that the meeting is not lawfully called or convened .
2.11 Minutes At meetings of the Board , business shall be transacted in such order as the Board may determine from time to time . In the event the Secretary is unavailable , the Board Chair shall appoint a person to act as Secretary at each meeting . The Secretary , or the person appointed to act as Secretary , shall prepare minutes of the meetings which shall be delivered to the Corporation to be placed in the minute books of The Corporation .
2.12 Notice Notice of any meeting of Directors , including the annual meeting , shall be delivered to each Director who is entitled to vote at the meeting not less than seven ( 7 ) nor more than sixty ( 60 ) days before the date of the meeting . Notice of any meeting shall be given in the form of multi -­‐ media ( U . S . mail , electronic mail , social networking sites , phone or facsimile ). The notice shall state the place , day , and time of the meeting , who called the meeting , and the general purpose or purposes for which the meeting is called . Notice shall be given by or at the direction of the President or Secretary of the Corporation , or the officers or persons calling the meeting . If all of the Directors meet and consent to the holding of a meeting , any corporate action may be taken at the meeting regardless of a lack of proper notice .
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