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Item Nos. 16 & 17 <br />"ai <br />TO: City Council <br />Grayson Path, City Manager <br />FROM: Stephanie H. Harris, City Attorney <br />SUBJECT: Proposed Amendments to the PEDC Bylaws, and the Certificate of Amendment to <br />the Corporation's Articles of Incorporation (now referred to by state law as the Certificate of <br />Formation). <br />DATE: June 16, 2020 <br />BACKGROUND: On June 16, 2020, the Board of Directors approved amendments to its bylaws <br />by a 5-0 vote as follows: <br />1. Enlarge the Board of Directors from 5 directors to 7 directors and associated changes. <br />The Board rejected the proposal to have one of those additional seats be filled by a <br />sitting member of the City Council appointed to serve a 1 year term. <br />2. Remove the provision requiring the City Attorney to provide legal services to the <br />corporation. <br />3. Require the Corporation to obtain approval from City Council before borrowing any <br />funds or incurring any indebtedness. <br />STATUS OF ISSUE: PEDC has requested by its written resolution for Council to approve these <br />Bylaws amendments. I have attached a redline copy of those proposed amendments for your <br />review. Under the language of this agenda item, Council may approve all, none, or any <br />combination of the requested amendments, and Council may also approve additional changes not <br />suggested by PEDC. In short, under the bylaws, Council can amend the bylaws in any way it sees <br />fit, but changes to the Bylaws must be approved by an affirmative vote of 5 City Council Members. <br />If Council approves the amendment expanding the size of the Board of Directors, Council will <br />need to approve a Certificate of Amendment to the Corporation's Certificate of Formation <br />(previously known as Articles of Incorporation), which currently provides for 5 directors. This <br />change will need to be made and the Certificate of Amendment filed with the Texas Secretary of <br />State's office. I have provided a draft of this as well, but its final content will be dependent on the <br />action Council takes at the meeting. <br />