BY-LAWS PUERTO RICO HOTEL & TOURISM ASSOCIATION, INC ...

I. MISSION STATEMENTBY-LAWSPUERTO RICO HOTEL & TOURISM ASSOCIATION, INC.The Puerto Rico Hotel & Tourism Association represents, protects, promotes, informs and educatesits members to enable them to achieve their business objectives. It achieves this by identifying andcollaborating with strategic partners and serving as an information link to and participating in thecommunity.II. MEMBERSHIPA. CLASSES OF MEMBERSHIP - The Association shall have the following classes ofmembers:1. Hotels2. Casinos3. Allied4. Honorary1. HOTELS - Any person, firm or corporation managing, owning, or operating in theCommonwealth of Puerto Rico a hotel, apartment hotel, a guest-house, summer resort, Inn, Paradoror similar concern, all of which are hereafter included in the term “hotel” shall be eligible to applyfor the applicable Hotel class membership. The Hotel class shall be comprised of three sub-classesto include: Large Hotels, Mid-size Hotels and Small Inns. Large Hotels shall be those businessestablishments with 300 or more rooms, Mid-size Hotels shall have from 76 to 299 rooms andSmall Inns shall have no more than 75 rooms.2. CASINOS - Any firm or corporation managing, owning or operating in theCommonwealth of Puerto Rico a Casino duly licensed by the Office of the Commissioner ofFinancial Institutions, or its successor, and located within the premises of a hotel holdingmembership in the Association.3. ALLIED - Any person, firm, or corporation involved or not, directly or indirectly,with the tourism industry shall be eligible to apply for membership in the “Allied” class.4. HONORARY – Any individual who has, in the judgment of the Board, made asubstantial contribution to the Tourism Industry in the past, or who is a Past Chairman or retiredformer member of the Association but is no longer in a qualifying position may be admitted as amember of the Association upon approval by two-thirds (2/3) of the members of a duly constitutedmeeting of the Board. Honorary members will not pay dues, but will pay a $50.00 annualadministrative fee. Such members will have voice but no vote at the meetings of the membership.-1-Revised 11/2012

B. CONDITIONS OF MEMBERSHIP - Candidates for membership of any classification shallbe invited for membership and shall be considered accepted upon payment of the correspondingdues, and approval by a two-thirds vote of a quorum of the Board of Directors. Applicants formembership in classes 1 & 2 must also qualify as a Tourism Approved Facility as provided for inthe laws of Puerto Rico.C. RESIGNATION - Any member may resign from the Association by giving written noticethereof, such resignation to be effective at the end of the then current quarter. The membership feeis not subject to reimbursement in the event of a resignation.D. SUSPENSION OR EXPULSION - Any member may be suspended or expelled for causeby a majority vote of the Board of Directors, provided that the accused member shall have beengiven a copy of the charges and have at least fifteen day’s (15) opportunity to answer them inwriting prior to such suspension or expulsion. The membership fee is not subject to reimbursementin the event of suspension or expulsion.E. CONTINUANCE OF OBLIGATIONS - Neither resignation, expulsion nor suspensionshall relieve a member from liability for any dues or assessments or other obligation accrued andunpaid at the time when the resignation, expulsion or suspension becomes effective.III. DUESA. DUES - The Board of Directors shall have full power to fix the amount and method ofpayment of dues for all classes of members.B. PENALTIES FOR NONPAYMENT - Unless the time for payment is extended by theBoard of Directors, nonpayment of dues within ninety (90) days thereafter shall result insuspension of all privileges of membership until payment thereof, and failure to pay within six (6)months shall result in automatic forfeiture of membership, although a member may thereafter bereinstated upon application and payment of all dues in arrears and upon agreement by a two-thirds(2/3) vote of the Board of Directors.C. ASSESSMENTS - The Board of Directors shall have the power to make assessments uponits members, to be payable by them in proportion to the amount of their annual dues, or inaccordance with any other specific formula as may be established by a two-thirds (2/3) vote of theBoard of Directors.IV. MEETING OF MEMBERSA. ANNUAL MEETING – The annual convention each year shall include the annual meetingof the Association.B. REGULAR MEETINGS –Regular Meetings of the Association can be called at any time ifdeemed necessary, upon a majority vote of the Board of Directors; provided, however, thatmonthly or periodic lunch meetings may be used to hold a regular meeting of the Association, ifconvoked as stated herein.-2-Revised 11/2012

C. SPECIAL MEETING - Special Meetings of the Association may be called at any time bythe Chairman of the Board of Directors, and shall be called by the Chairman upon written requestof one-third (1/3) of the Association membership or a majority of the members of the Board ofDirectors.D. NOTICE - Notice of the time and place of all regular and special meetings of theAssociation shall be given by the President to each member in good standing entitled to votethereat, by mail, electronic mail, or facsimile transmission not less than one (1) week before thedate of the meeting.Revised 11/2012Every notice of a special meeting shall specify the purposes for which the meeting is called.E. DESIGNEES AND PROXIES - Every member, other than an individual, shall designate inwriting a person to represent it for all purposes related with the conduct and management of theAssociation. Any individual member may do so at his/her option. Such designation may bechanged from time to time by notice in writing to the Association. Voting by written proxy isallowed.F. QUORUM - At any regular or special meeting of the Association, a quorum shall consist ofat least 25 percent (25%) of the members in good standing. Any duly called meeting shall becalled for a specific hour and should a quorum not be present at that time, a half (½) hour recessshall be held. Exactly thirty (30) minutes later the meeting will be reconvened and those membersin good standing present at that time, regardless of the number, shall constitute a quorum.G. VOTING RIGHTS OF MEMBERS - Voting upon any question before the Association in aregular or special meeting shall be limited to members in good standing, whose current dues arepaid, and may be by roll call. Whenever a membership is represented by more than one (1) person,such membership shall nevertheless be restricted to one (1) vote. Voting may take place in person,or via mail, e-mail or fax.V. BOARD OF DIRECTORSA. NUMBER AND QUALIFICATIONS - The Association shall be governed by a Board ofDirectors of not less than twenty (21) members, including those with and without the right to vote.It is recommended that past service on a committee be generally considered a prerequisite forelection to the Board. In addition, the Association will provide a voting seat on the Board ofDirectors to any geographical region or area that has a strongly developed tourism infrastructure ona regional basis, and that has substantial membership representation in the Association frommembers of that infrastructure. The Board may, at its discretion, create such additional seats for aslong as regional membership volume warrants.B. OFFICERS - The following officers of the Association shall automatically be members ofthe Board by virtue of, and as long as they continue in office, but falling within the limits placed onthe number of elected directors, to wit:1. Chairman of the Board - Shall serve for at least one (1) year term, up to themaximum of four (4) consecutive terms of one (1) year each if elected consecutively as ChairmanElect, except that in the event that no person is nominated and accepted the position of Chairman-3-

Elect by the fifteenth (15th) day prior to the annual meeting, then the Board of Directors mayapprove that such position be occupied up to two (2) additional one (1) year consecutive terms bythe same person, no later than the tenth (10 th ) day prior to the annual meeting.2. Chairman Elect - Shall be elected at the annual meeting for a one (1) year term inorder to occupy the position of Chairman immediately after the termination of the term of thencurrent Chairman of the Board, at which time he/she will automatically move to the position ofChairman of the Board; provided, however, that the same person cannot occupy the position formore than four (4) consecutive terms of one (1) year each, except that in the event that no person isnominated and accepted the position of Chairman Elect by the fifteenth (15th) day prior to theannual meeting, then the Board of Directors may approve that such position be occupied up to two(2) additional one (1) year consecutive terms by the same person, no later than the tenth (10 th ) dayprior to the annual meeting.3. Secretary Treasurer - This elected position may be filled by any individual whocould qualify for a directorship in any of the above voting categories.4. CEO – Shall be appointed and/or ratified by the Chairman of the Board with theadvice and approval of the majority of the Board of Directors. This position shall have voice butno vote.C. DIRECTORS1. Three (3) Directors from Large Hotels.2. Three (3) Directors from Mid-size Hotels.3. One (1) Director from each of the following sectors:a) Small Innsb) Casinosc) Restaurants/Shopsd) Airlinese) Cruise Shipsf) Ground Transportation4. Three (3) Directors from the Allied class.5. Regional Director - This position, when authorized by the Board of Directors, willbe filled by an active member from any geographical region on the island with a substantial tourisminfrastructure and will be appointed by the Board.-4-Revised 11/2012

6. Expulsion from the Board may result if any Board Member is absent from three (3)Board Meetings in the same electoral year. Such action must be ratified by the Board. Thisstipulation may be waived by the Board in the event of absence for health issues or any otherreason.7. No Board member that has had five (5) or more absences from Board meetingsduring the preceding Association year may run for re-election to the Board of Directors. Thisstipulation may be waived by the Board in the event of absence for health issues or any otherreason.D. EX-OFFICIO MEMBERS OF THE BOARD1. The Executive Director of the Puerto Rico Tourism Company shall be an ex-officiomember of the Board, with full voting rights. Such Executive Director cannot delegate the right ofattendance or vote to a subordinate. In addition, the Puerto Rico Convention Bureau shalldesignate either its Chairman of the Board or its President to become an ex-officio member of theBoard with full voting rights. It will be specifically required that the person selected by the PuertoRico Convention Bureau has continuous attendance for any given electoral year of the Association,in order to assure continuity of representation, since no delegation of the right of attendance or votecan be made.2. The Immediate Past Chairman of the Association shall be an ex-officio member ofthe Board with full voting rights. If he/she leaves the Association, this position shall remain vacantuntil the current Chairman becomes the Immediate Past Chairman.3. The Chief Executive Officer of the Association shall be known as the President andCEO and will be an ex-officio member of the Board with voice, but no vote. This individual’spresence at a Board meeting shall not count towards establishing quorum.4. All committee chairpersons who are not already members of the Board shall be exofficiomembers of the Board with voice, but no vote, and their presence at a Board meeting shallnot count towards establishing quorum.E. TERM – Except as otherwise provided herein, the members of the Board of Directorselected at an Annual Convention shall hold office for two (2) years and until their successors shallbe elected. The Chairman of the Board shall serve for at least a one (1) year term, up to themaximum of four (4) consecutive terms of one (1) year each, if elected consecutively as ChairmanElect, except that in the event that no person is nominated and accepted the position of ChairmanElect by the fifteenth (15th) day prior to the annual meeting, then the Board of Directors mayapprove that such position be occupied up to two (2) additional one (1) year consecutive terms bythe same person, no later than the tenth (10 th ) day prior to the annual meeting. In addition to theabove, the Chairman Elect may serve for an additional period if he/she has assumed the position ofChairman of the Board due to vacancy in the office, in which case he/she can serve the remainderof his/her predecessor’s term, plus at least the one (1) year term he/she was elected to serve. Oncean individual has served as Chairman of the Board during the consecutive periods permitted herein,he/she may not serve in that position again until at least two (2) years have passed.-5-Revised 11/2012

F. VACANCIES - In the event of the death, resignation or inability to act on the part of anyBoard Member during his/her term or if such Board Member shall leave the business in whichhe/she qualified for his/her position for a period of ninety (90) consecutive days or for a period tobe specified by the Board (which shall cause his/her office to become vacant), the Board ofDirectors shall have the power to fill that Board position at its next meeting for the unexpired term.Should a vacancy in the office of Chairman of the Board occur, the Chairman Elect shallautomatically assume the position of Chairman of the Board for the remainder of his/herpredecessor’s term, plus serve the one (1) year term for which he/she was named Chairman Elect.If a vacancy in the position of Chairman Elect occurs, it shall be filled at the earliest possibleopportunity through activation of a nominating committee and following the procedure for fillingthat office through the standard election process.G. POWERS - The Board of Directors shall manage the business and affairs of the Associationand in addition to the powers expressly conferred on it by these by-laws, may exercise all thepowers granted by the applicable provisions of the laws of Puerto Rico, subject to action taken bythe members at any regular or special meeting of the Association.H. QUORUM - A simple majority of voting members present at a duly called meeting shallconstitute a quorum. If at any meeting a quorum is lacking, the members present and entitled tovote may adjourn the meeting to a day not more than fifteen (15) days later and at that time, themembers present shall constitute quorum.I. MEETINGS - The Board of Directors shall meet at least nine (9) times each year on thedate decided by the members of the Board. The time and place of such first meeting shall bedetermined by the Chairman.J. PROXIES – Voting by written proxy will be allowed at any meeting of the Association orof its Board of Directors.K. SPECIAL MEETINGS AND REFERENDA - A special meeting of the Board of Directorsmay be called by the Chairman of the Board at any time, on his/her own initiative or upon therequest of any four (4) members of the Board. Any matter may be referred by mail, electronic mail,or facsimile transmission by the Chairman to the Board of Directors, in which case the Boardmembers may vote in a similar fashion on matters put forth for such action.L. NOTICE OF MEETINGS - A reasonable notice of all meetings of the Board of Directorsshall be given, either by mail, electronic mail, facsimile transmission, in person, or by telephone.M. REMOVAL - Any of the elected Directors may be removed with cause, at any time, byresolution of the members of the Association duly adopted at any regular or special meeting. Anyof the non-elected Directors that are appointed by the Chairman, may be removed with or withoutcause, at any time, at the sole and absolute discretion of the Chairman.N. CHAIRING OF MEETINGS – Meetings of the Association shall be chaired by theChairman, or in his/her absence Chairman Elect, or in his/her absence, the Immediate PastChairman of the Association. The Chair will at all times refrain from voting except in the case of atie.-6-Revised 11/2012

O. DUTIES OF OFFICERS AND DIRECTORS – Each elected officer must be activelyengaged in and devote the major part of his/her time to the business qualifying him/her for Boardelection within his/her particular category, and if he/she shall leave that business for ninety (90)consecutive days, a vacancy in his/her office shall thereby occur.1. CHAIRMAN– The Chairman (“Presidente de la Junta” in Spanish) shall preside atthe meeting of members, meetings of the Board of Directors, and meetings of the ExecutiveCommittee, and shall perform the usual duties of his/her office including those imposed uponhim/her by these by-laws. By and with the advice and consent of the Board of Directors, he/sheshall appoint all committees chairmen, except as otherwise provided in these by-laws, and shall bea voting member, ex-officio, of all committees.2. CHAIRMAN ELECT – In the temporary absence of the Chairman, the ChairmanElect shall, by prior written designation from the Chairman, exercise and assume all the powers andduties of the Chairman. In the temporary absence of the Chairman, the Chairman Elect shallpreside at the meeting of the members and at the meetings of the Board of Directors and no priorwritten designation from the Chairman shall be required for this task.In the event of the Chairman’s inability to act or in the event of a vacancy in thatoffice, the Chairman Elect shall assume the Chairmanship. The Chairman Elect shall head theNominating Committee. In addition, he/she will be considered an ex-officio member of all othercommittees.3. SECRETARY/TREASURER – The Secretary/Treasurer shall attend all meetings ofthe Board of Directors and of the members and shall provide for the auditing of the financialaspects of the moneys and other funds of the Association, seeing to it that they are kept in suchbanks as the Board of Directors or Executive Committee may determine, under the name of theAssociation; and approve all disbursements verifying their conformity with the approved budget orwith explicit authorization for such disbursements previously granted by the Board of Directors orthe Executive Committee. The Secretary/Treasurer shall also make such reports of the financialcondition of the Association as may be requested at meetings of the Board of Directors and of themembers. He/she shall ensure that all disbursements to be made upon voucher checks bearing two(2) signatures, as designated by the Board of Directors.4. CHIEF EXECUTIVE OFFICER - The Chairman, with the advice and approval ofthe Board of Directors, shall appoint a Chief Executive Officer (CEO) who shall be known as“Director Ejecutivo” in Spanish, who will have charge of and preserve and keep a full andcomplete record of all proceedings of all meetings under the directions and supervision of theBoard. He/she will perform such other duties as the Board may direct. His/her tenure of officeshall be at the pleasure of the Board. He/she shall have general supervision of all business andaffairs of the Association and shall direct and supervise all subordinate employees of theAssociation. The CEO shall employ and may terminate the employment of members of the staffnecessary to carry on the work of the Association and fix their compensation within the approvedbudget. The CEO shall define the duties of the staff, supervise their performance, establish theirtitles, and delegate those responsibilities of management as shall be in the best interest of theAssociation. He/she shall maintain an office and keep such books as may be required by the Board.His/her salary shall be fixed and his/her expenses approved by the Board. The ExecutiveCommittee shall conduct a performance review of the CEO annually, during the anniversary monthRevised 11/2012-7-

of the date of initial hiring of the CEO, at which time future goals will be set by the Committee aswell. The CEO’s compensation shall be determined by Executive Committee. The CEO shall servewithout vote as an ex-officio member of the Executive Committee and Board of Directors, and allother committees.P. BONDS – All officers and employees handling funds or securities of the Association maybe bonded in such amount and manner as the Board of Directors may determine.Q. VACANCIES – In the event of the death, resignation or inability to act on the part of anyBoard member during his/her term or if he/she shall leave the business in which he/she qualifiedfor his/her position for a period of ninety (90) consecutive days or for a period to be specified bythe Board (which shall cause his/her office to become vacant), the Board of Directors shall have thepower to fill such office at its next meeting for the unexpired term, whenever these by-laws do notspecify an alternate method for filling of the vacancy.R. EXPENDITURES - No Director or Officer of the Association shall have power to expendany money on behalf of the Association, except in accordance with the approved budget for theyear, unless first authorized by the Board of Directors.VI. REPRESENTATION OF ASSOCIATION – SCOPE OF AUTHORITYNo committee or individual member thereof shall represent, nor expend any money on behalf of theAssociation without specific authorization from the Board of Directors, unless such expenditure orstatement has been specifically included in the approved budget for the year.VII. ASSOCIATION SEALThe Association shall have a seal that shall contain the following legend: “The Puerto Rico Hotel &Tourism Association, Inc.” and said seal shall be known as the corporate seal of the Associationand shall remain in the custody of the President & CEO.VIII. COMMITTEESA. GENERAL – At the first meeting of a newly elected Board of Directors, the followingcommittees shall be appointed by the Chairman of the Board, with the advice and consent of theBoard of Directors.1. Executive Committee - The Executive Committee will deal with matters that arisebetween regularly scheduled Board meetings or that might prove too time consuming for treatmentat a full Board meeting, or matters that require a significant amount of study and considerationprior to being brought to the full Board. This committee exists to serve the best interests of theBoard and may make recommendations to the Board but may not contract on behalf of theAssociation nor make any decisions that might have a binding effect on either the Board or theAssociation in general.The Executive Committee will be comprised of at least five (5) members of theBoard and shall include the Chairman, the Chairman Elect, the Past Chairman, the-8-Revised 11/2012

Secretary/Treasurer, the CEO and no more than two (2) additional persons appointed by theChairman from members of the Board.2. Budget and Planning Committee - This committee shall consist of three (3)members of the Board, one of whom is the Secretary/Treasurer of the Association who will serveas Chairman of the Committee.It shall be the duty of the Budget and Planning Committee to prepare an annualbudget of the income and expenses for the ensuing year. A tentative budget so prepared shall besubmitted to the Board of Directors for comments and suggestions at least sixty (60) days prior tothe opening session of the annual meeting of members. The Budget and Planning Committee shallthereafter submit a proposed budget and its recommendations thereon at the meeting of the Boardof Directors held immediately prior to the annual meeting of members.The Budget and Planning Committee shall investigate pertinent facts andrecommend action to the Board on major administrative and financial questions.3. Nominating Committeea. At least sixty (60) days prior to the date of the annual meeting, the Chairman,with the approval of the Board of Directors, shall appoint a Nominating Committee of five(5) members, to be presided by the Chairman Elect or in his/her absence the Immediate PastChairman. At least one (1) other committee member shall have served on the NominatingCommittee the previous year.b. In the event of a vacancy in the position of Chairman Elect the NominatingCommittee shall be activated for the purpose of holding an election to fill that position andthe sixty (60) day countdown will commence on the date of its activation.c. At least forty-five (45) days before the date of elections, the NominatingCommittee shall request from the members any names for the committee’s considerationthat they wish to submit for the elective positions on the Board of Directors. TheNominating Committee shall then prepare a slate of qualified and willing candidates asprovided in these by-laws, and report such nominations to the Board of Directors andmembership at least twenty (20) days prior to the annual meeting. This notice shall besubmitted in writing to the membership accompanied by the call to the annual meeting.Nominees should be aware of the duties of officers as set forth in Section V.O. herein.d. All additional nominations may be made to the Nominating Committee afterpublication of the official slate of nominees, but not later than fifteen (15) days before theannual meeting. Such other additional nominations shall be made in writing to the CEO, byat least ten (10) members of the Association in good standing. Any such additionalnominations must be included in the slate to be voted, which shall be sent to the members atleast ten (10) days prior to the annual meeting. There will be no nominations recognizedfrom the floor at the annual meeting.-9-Revised 11/2012

e. If there are two (2) or more candidates for the same office, such electionsshall be conducted by secret ballot.f. Voting may take place in person, via mail, e-mail or fax.4. Other Committees – In addition to the committees provided for by the precedingsections of this Article, there shall be other committees as may be appointed by the Chairman withthe advice and consent of the Board of Directors, that are considered necessary for the transactionof Association business.B. TERM OF OFFICE - All Committee Chairmen and members shall be appointed for one (1)year terms, unless removed as members of the Board, as provided in these by-laws, or in the caseof non-elected Board members, as otherwise determined by the Chairman as provided herein.IX. AMENDMENTSIn accordance with the Certificate of Incorporation, the Board of Directors shall have the power toalter by-laws, but any by-laws adopted by the Board may be modified or repealed by theAssociation members at any annual or special meeting, provided notes of such proposed alterationor repeal be included in the notice of the meeting of the members. These by-laws may be alsoamended at any duly constituted meeting of the general membership, provided that the proposedamendments shall be set forth in full in the notice of the meeting and shall be approved at suchmeetings by two-thirds (2/3) of the vote of the members present and entitled to vote. Wheneverfive (5) or more voting members submit a request in writing to the Association for an amendmentof the by-laws, a copy of the proposed amendment shall be included in the notice of the nextgeneral meeting of members.X. DISSOLUTION AND DISPOSITION OF FUNDSPRHTA will use its funds only to accomplish the objectives and purposes specified by theCertificate of Incorporation or these by-laws and no part of said funds shall inure, or be distributed,to the members of the Association. On dissolution of the Association, any funds remaining shall bedistributed to one or more regularly organized and qualified charitable, educational, scientific orphilanthropic organizations to be selected by the Board of Directors.XI. HISTORYApproved by the membership on September 27, 1966. Amended on March 1, 1969, June 9, 1971,September 23, 1972, October 7, 1978, August 19, 1989, April 15, 1993, February 17, 1994, August9, 1995, April 18, 1996, October 5, 2000, April 10, 2003, June 16, 2005, October 19, 2006, January17, 2008, June 17, 2010 and November __, 2012.-10-Revised 11/2012