1993-112-RES Creation of PEDC and Approval of Bylaws

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SECTION I II MEMBERS 3.01 Members The CORPORATION shall have no members. SECTION IV BOARD OF DIRECTORS 4.01 BOARD The business and affairs of the CORPORATION and all corporate powers shall be exercised by or under authority of the BOARD, appointed by and serving at the pleasure of the governing body of the CITY and subject to the applicable limitations imposed by the Texas Non-Profit Corporation Act, the Texas Business Corporation Act, the Texas Development Act of 1979, the Articles of Incorporation, and these Bylaws. The BOARD may, by contract authorized by BOARD resolution, give general, limited or special power and authority to Directors of the CORPORATION to transact the general business of the CORPORATION or transact any special business of the CORPORATION, and may give powers of attorney to Directors of the CORPORATION authorized by BOARD resolution to transact any special business requiring such authorization. 4.02 Number and Qualifications The authorized number of Directors of this BOARD shall be five (5). The CITY shall appoint the Directors of the CORPORATION. Each Director shall be a bona fide resident and shall reside within the corporate limits of the City of Paris. The CITY shall consider an individual's accomplishments, and educational background in members to the BOARD. No former or sitting member of the CITY's Council shall be eligible for appointment to the BOARD until they have ceased to serve on CITY's Council for a period of at least one (1) year. experience, appointing 4.03 General Duties of the BOARD The BOARD is hereby required to perform the following duties: 1. The BOARD shall vote on all matters coming before the BOARD for action. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 2