2022-049 - Consider Amending the PEDC Bylaws Making Other Fiindings and Provisios Related to the Subject and Declariing an Effective Date

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The Bylaws of the Corporation may also be amended independently at any time by the City Council by adopting a resolution supported by the affirmative vote of no less than five (5) members of the City Council amending said Bylaws and by delivery of the Amended Bylaws to the Secretary -Treasurer of the Corporation. Section 10.05 Oath. The Directors ofthe Corporation shall take the following oath: "I, __- ..... ,_. _--- do solemnly swear (or affirm), that I will faithfully execute the duties of the office of Director of the Paris Economic Development Corporation, Paris, Texas, and will to the best of my ability preserve, protect, and defend the Constitution and laws of the United States and of this State and of this City; and I furthermore solemnly swear (or affirm), that I have not directly nor indirectly paid, offered, or promised to pay, contributed, nor promised to contribute any money, or valuable thing or promised any public office or employment, as a reward for the giving or withholding of a vote at the election at which I was elected, or if the office is one of appointment, to secure my appointment, So help me God." SECTIONXI INDEMNITY Section 11.01 Indemnity. A. The Corporation shall defend, indemnify and hold its Directors and officers harmless from and against any loss, claim or damages asserted against such Director or officer, by action in court or otherwise, by reason of said Director or officer being or having been such a Director or officer for the Corporation to the fullest extent permitted under applicable Texas law. Provided, however, this indemnification clause is intended to cover only those acts or omissions that were made in good faith and without malicious or felonious intent. B. The Corporation further agrees to indemnify, defend and hold the City of Paris, Texas, its elected officials, officers, and employees harmless from and against all claims and lawsuits for damages, injuries to persons (including death), property damages, including loss of use and expenses (including court costs and attorney's fees) arising out of or resulting from the negligent acts or omissions or intentional acts or omissions of the Corporation or its Directors, officers and employees. The Corporation shall waive any and all claims it may have against the City, it's elected officials, officers and employees connected with, resulting from, or arising out of, claims and suits covered by this indemnification provision, and agrees that any insurance carrier involved shall not be entitled to subrogation under any circumstances against the City of Paris, Texas, its officers, agents, and employees. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 8-10-2020