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

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

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