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

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