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

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4.04 Implied Duties The BOARD is authorized to do desirable to accomplish any of the or alluded to in Section 4.03 accordance with State law. that which the BOARD deems purposes or duties set out of these Bylaws and in 4.05 Tenure The initial terms of office for the Directors shall be three (3) years for two Directors, two (2) years for two Directors, and one (1) year for one Director, as appointed by the CITY. No member of the Directors shall serve more the two (2) consecutive terms. The CITY shall appoint the Directors of the CORPORATION. The number of the Directors shall be five (5). After the initial term of office the Directors shall serve for three (3) years. Directors shall be appointed by the CITY in June to begin their term on July 20. 4.06 Vacancies Any vacancy occurring shall be filled by appointment by the CITY to the unexpired term of the vacated position. 4.07 Quorum A majority of the BOARD shall constitute a quorum. The act or vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act or vote of the BOARD unless the act or votes of a greater number is required by the Bylaws. 4.08 Compensation The duly appointed members of the BOARD shall serve without compensation, but shall be reimbursed for their actual expenses incurred in the performance of their duties while on official business of the BOARD in accordance with State law. 4.09 Vote Each Director shall have one (1) vote, exercisable in person unless otherwise provided in the Bylaws, or in the Articles of Incorporation, or as required by law. 4.10 Conflicts of Interest In the interest or be excused event that a Director is aware potential conflict of interest, from the board room while of a conflict he may request the matter of to is PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 4