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<br />deliberated and by vote of the BOARD will be excused, or the <br />Director shall bring the same to the attention of the meeting <br />and shall remove himself from the board room (City Council <br />Chambers), unless the BOARD determines that no conflict of <br />interest exists. Any Director may bring to the attention of <br />the meeting any apparent conflict of interest or potential <br />conflict of interest of any other Director, in which case the <br />BOARD shall determine whether a true conflict of interest <br />exists before any vote shall be taken regarding that <br />particular matter. The Director as to whom a question of <br />interest has been raised shall refrain from voting with <br />regard to the determination as to whether a true conflict <br />exists. <br /> <br />4.11 Removal from BOARD <br /> <br />The BOARD may request that the CITY remove a Director <br />from the BOARD with the adoption of a resolution by three- <br />fourths (3/4) vote of the entire membership of the BOARD or <br />the CITY may remove a Director from office by three-fourths <br />(3/4) vote of CITY's Council, when, in the judgment of the <br />BOARD or of the CITY, the best interests of the CORPORATION <br />would be served by said removal. The Directors and the <br />member to be removed shall be notified at least seven (7) <br />days pr ior to the meet ing in wh ich the vote is taken. The <br />removal of a Director shall be effective immediately upon <br />passage of the resolution. <br /> <br />4.12 Board's Relationship with City <br /> <br />The BOARD on its own authority (or a committee of the <br />BOARD's Directors to whom the BOARD has given its authority <br />in accordance with these Bylaws) may make commitments to <br />expend funds from the undesignated fund balance as defined <br />hereinafter in paragraph 8.11 (in compliance with state law) <br />without having to obtain CITY's approval prior to making said <br />expend i tures; however, the BOARD shall not make commitments <br />that require the expenditure of any other CITY funds without <br />CITY's approval. <br />In accordance with State law, the CITY shall require <br />that the CORPORATION be responsible for the proper discharge <br />of its duties assigned in this section. All policies for <br />program administration shall be submitted for CITY approval, <br />and the BOARD shall determine its policies and direction <br />within the limitations of the duties imposed by applicable <br />laws, the Articles of Incorporation, these Bylaws, contracts <br />entered into with the City, approved budget, and fiduciary <br />responsibilities. <br /> <br />PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 5 <br />