20 - Amending the Bylaws of the Paris Economic Development Corporation

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Item No. 20 Memorandum TO: City Council Grayson Path, City Manager FROM: Stephanie H. Harris, City Attorney SUBJECT: Approval of change to PEDC Bylaws increasing the Board of Directors from five to seven members with one seat to be filled by a sitting council member nominated by the PEDC Board of Directors and approved by the City Council DATE: July 27, 2020 BACKGROUND: On June 22, 2020, the City Council approved several changes to the Bylaws of the PEDC including amendments set forth in the following motion as indicated by the Minutes: "A Motion to increase the number of directors from five to seven members, and one of those members being a sitting Council Member who will be selected by the PEDC for a term of one year was made by Council Member Hughes and Seconded by Council Member Knox." (The video recording of the meeting shows that the term used in the Motion was "appointed" rather than "selected.") The Motion carried by the 5 votes required by the Bylaws in Section 10.4. (See Minutes of June 22, 2020 meeting, attached.) Because I had symptoms of COVID-19 and was tested on that day, I was not present at the meeting. Texas Local Government Code Sec. 504.051(b), provides that "a director is appointed by the governing body of the authorizing municipality..." Consequently, the Council cannot delegate that authority to the Board of Directors; however, there is no prohibition against providing that the Board of Directors nominate a member subject to council approval. Because I was unable to attend the meeting, I was unable to advise Council prior to the motion and vote. Attempting both to effectuate the intent evidenced by the vote and to comply with state law, on June 26, 2020, If administratively revised paragraph 4.02 and informed the Governing Body via email as follows: "Section 4.02 Number and Qualifications. The authorized number of Directors of this Board shall be seven (7). "The City Council shall appoint the Directors of the Corporation. Six (6) Directors will be nominated and approved by the City Council, and shall serve terms of three years as set forth in Section 4.05 herein. One (1) Director shall be nominated by Corporation's Board of Directors by majority vote prior to the City Council Meeting at which Board