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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Section. 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. Section 4.09 Vote. Each appointed 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. Section 4.10 Conflicts of Interest. In the event that a Director or Ex -Officio member is aware of a conflict of interest or potential conflict of interest, with an item on the Agenda, he may request to be excused from the board room while the matter is deliberated and voted on, and by vote of the Board will be so excused. Any Director or Ex -Officio member may bring to the attention of the Board any apparent conflict of interest or potential conflict of interest of any other Director or Ex -Officio member, in which case the Board shall determine whether a true conflict of interest exists before any deliberation or vote is taken regarding that particular matter. The Director or Ex -Officio member with the possible conflict of interest, shall refrain from deliberating or voting on the conflict of interest question. Section. 4.11 Removal from Board. The Board may request that the City remove a Director from the Board with the adoption of a resolution approved by six (6) members of the Board or the City may remove a Director from the Board with an affirmative vote of five (5) or more members of the Paris City Council, when the judgment of the Board or of the City Council, the best interests of the Corporation would be served by said removal. The Board of Directors and the member to be removed shall be notified at least seven (7) days prior to the meeting in which the vote is taken. The removal of a Director shall be effective immediately upon passage of the resolution by the City Council. Section 4.12 Board's Relationship with City. The Board on its own authority and in compliance with State law may make commitments to up to a maximum value of $400,000.00 on any one project without having to obtain prior approval from the Paris City Council as follows: expenditures of funds from the Corporation's undesignated fund balance as defined in Section 8.11 of these Bylaws, and/or grants of any other assets including but not limited to land, other in kind assets, and/or, to the extent same may be allowable by law, the extension of the Corporation's credit to any entity or person. Notwithstanding the foregoing, the Board shall have no authority to negotiate or authorize tax abatement agreements without formal review and approval of said agreement by the Paris City Council. The Board shall not borrow funds nor incur any indebtedness without first seeking the approval of the City Council. In accordance with State law, the City shall require that the Corporation be responsible for the proper discharge of its duties assigned in this section. All policies for program administration shall be submitted for City approval, and the Board shall determine its policies and direction within the limitations of the duties imposed by applicable laws, the Articles of Incorporation, these Bylaws, contracts entered into with the City, approved budget, and fiduciary responsibilities. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 8-10-2020