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

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