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<br />BYLAWS <br />OF <br /> <br />PARIS ECONOMIC DEVELOPMENT CORPORATION <br />A NON-PROFIT CORPORATION <br />PARIS, TEXAS <br /> <br />SECTION I <br />OFFICES <br /> <br />1.01 Registered Office and Registered Agent <br /> <br />The Paris Economic Development Corporation, hereinafter <br />referred to as CORPORATION, shall have and continuously <br />maintain in the State of Texas a registered office, and a <br />registered agent whose office is identical with such <br />registered office, as required by the Texas Non-Profit <br />Corporation Act. The Board of Directors, hereinafter <br />referred to as BOARD may, from time to time, with the <br />approval of the City of Paris, Paris, Texas, hereinafter <br />referred to as CITY change the registered agent, or the <br />address of the registered office, provided that such is <br />appropriately reflected in these Bylaws and in the Articles <br />of Incorporation. <br />The registered office of the CORPORATION is located at <br />135 1st Street S.E., Paris, Texas, 75460, and at such address <br />is the CORPORATION, whose mailing address is P.O. Box 9037, <br />Paris, Texas, 75461. <br /> <br />1.02 Principal Office <br /> <br />The principal office of the CORPORATION shall be located <br />in the City Hall of the City of Paris, County of Lamar, <br />Texas. <br /> <br />SECTION II <br />PURPOSES <br /> <br />2.01 Purposes <br /> <br />The CORPORATION is a non-profit corporation specifically <br />governed by the Texas Development Corporation Act of 1979, as <br />amended. The purpose of the CORPORATION is to promote, <br />assist, and enhance economic development as permitted by the <br />Texas Development Corporation Act of 1979 and in accordance <br />with these Bylaws. <br /> <br />EXHIBIIA <br />