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

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-