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2024-032 - Change in Bylaws of Tax Increment Reinvestment Zone 1 to increase Board of Directors from five to sevenRESOLUTION NO. 2024-032 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS TEXAS, APPROVING A CHANGE IN THE BYLAWS OF TAX INCREMENT REINVESTMENT ZONE NO.1 TO PROVIDE FOR THE ENLARGEMENT OF THE BOARD OF DIRECTORS FROM FIVE (5) TO SEVEN (7) AND TO REMOVE THE REQUIREMENT THAT THE BOARD INCLUDE TWO (2) STAFF DIRECTORS; MAKING OTHER FINDINGS AND PROVISIONS AND DECLARING AN EFFECTIVE DATE. WHEREAS, in 2019, the City Council of the City of Paris, Texas created Tax Increment Reinvestment Zone Number One ("TIRZ No. 1" or "TIRZ"); and WHEREAS, the City Council has approved Bylaws for the TIRZ providing that the board of directors (the "Board") shall consist of five (5) members, two (2) of which shall be staff directors; and WHEREAS, at its regular meeting on July 11, 2024, the Board voted unanimously to recommend to Council a change in the Bylaws to enlarge the Board from five (5) directors to seven (7) directors in order to have greater representation from the community in determining the direction of the Zone and future expenditure of the Zone fund; and WHEREAS, the Board further recommended that the Bylaws be amended to remove the requirement that two seats on the Board be occupied by members of staff in order to combat community perception that the Board is controlled by city staff; and WHEREAS, having considered the recommendations of the TIRZ Board, finds that the recommendations are in the best interest of the TIRZ and of the city; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved and are incorporated herein for all purposes. Section 2. That the Paris Tax Increment Financing Reinvestment Zone No.1 Board of Directors Bylaws shall be amended to replace references to five (5) directors with references to seven (7) directors, and to remove the requirement that two places on the Board be filled by city staff. Section 3. That hereafter, said Bylaws shall read as set forth in Exhibit A, attached hereto and incorporated herein by reference. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 22nd day of July, 2024. xxxxx%jil I III I I/,// -It A"E Cl)-;, //, 0 ATTEST: ............... ice Ellis, City Clerk "/'III I 1110W TO FORM: Stephpnie H. Harris, City Attorney Mihirankaj, May or Exhibit A City of Paris Paris Tax Increment Financing Reinvestment Zone No. I Board of Directors BYLAWS ARTICLE I POWERS AND PURPOSE Section 1. Financin Development or Redeveloment in the Zone. In order to implement the purposes for which Tax Increment Financing Reinvestment Zone No. 1, City of Paris, Texas (the "Zone") was formed, as set forth in Ordinance No. 2019-045, dated November 11, 2019, creating the Zone, the City of Paris, Texas (the "City") may issue obligations to finance all or part of the cost of implementing the "project plan" for the Zone as defined in the Tax Increment Financing Act of the Tax Code, Chapter 311, Vernon's Texas Codes Annotated (the "Act"). Section 2. Books and Records: Ajjmroval of Programs and Financial Statements. The Board of Directors shall keep correct and complete books and records of account and shall also keep minutes of its proceedings and the proceedings of committees having any of the authority of the Board of Directors. All books and records of the Zone may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the City Council and the City Finance Director will have access to the books and records of the Zone. The City Council must approve all programs and expenditures for the Zone and annually review any financial statements of the Zone. ARTICLE II BOARD OF DIRECTORS Section 1. Powers Number and Term of Office. The property and affairs of the Zone shall be managed and controlled by the City Council based on the recommendations of the Board of Directors of the Zone ("Board of Directors" or "Board"), which shall function in an advisory capacity subject to the restrictions imposed by law, the ordinance creating the Zone, and these Bylaws. The Board of Directors shall consist of (, 5)��4 ��,�r e „ directors appointed by the City Council ofthe City. llts°'°N�°�a���r"iP��.fi.n��...;w�t.r,f� r. Three directors of first Board of Directors shall serve for an initial term ending December 31, 2021 or until his or her successor is appointed. The remaining two directors shall serve an initial term ending December 31, 2022. Subsequent directors shall be appointed by the City Council, and shall serve for two (2) year terms beginning January 1, 2022 or until their successors are appointed by the Council . Directors may serve up to three (3) two (2) year terms, except that the two directors serving an initial three (3) year term may serve their initial three year term and up to two (2) additional two (2) year terms. Any director may be removed from office by the City Council for cause deemed by the City Council as sufficient for their removal in the interest of the public. In the event of a vacancy caused by the resignation, death, or removal for any reason, of a director, the City Council shall be responsible for filling the vacancy. Section 2. Meetin as of Directors. The directors shall hold their meetings within a public building in the City as the Board of Directors may from time to time determine. Section 3. Re ular and Secial Meetins. Regular and Special Meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, by the Board of Directors. All meetings of the Board shall be of a public nature unless pertaining to matters of land purchase, security, personnel, or strictly legal matters as allowed by the Texas Public Meetings Act. Notice of all regular and special meetings of the Board and any committees thereof shall be posted in accordance with the provisions of Chapter 551, Texas Government Code. There shall be at least one Regular Meeting held each year for review and approval of the Annual Report. Section 4. Emer encs Meetin as. Emergency Meetings of the Board of Directors shall be held whenever called by the chair, by the secretary, by a majority of the directors then in office or upon advice of or request by the City Council. The secretary shall give notice to each director of each Emergency Meeting. Notice of all Emergency Meetings shall state the purpose, which shall be the only business conducted and shall be subject to the requirements of the Texas Open Meetings Act, Chapter 551, Texas Government Code. A majority �. � � ��� ; . � f b i,, n° of the �'� � � � ,� r � 4 � ��% i (7_) directors holding Section appointments shall constitute a quorum for the consideration of matters pertaining to the purposes of the Zone. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. Section 6. Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Zone shall be considered in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the chair shall preside and in the absence of the chair, the vice chair shall exercise the power of the chair. The secretary of the Board of Directors shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. City staff shall provide notice of meetings and prepare meeting agendas. Within five days of approving the minutes of each Regular, Special and Emergency meeting, a copy of the approved minutes of the meeting shall be submitted to the City Clerk. Section 7. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual reasonable expenses incurred in the performance of their duties hereunder. Section 8. Attendance. Board members shall make every effort to attend all Regular, Special and Emergency meetings of the Board and/or Committees and in any event, must attend a minimum of seventy-five percent (75%) of all such meetings. The City Council may replace a City appointee of the Board for failing to attend the requisite number of meetings. Section 9. Ethics. Directors shall be subject to the Code of Ethics and Conduct for City Council, Employees, Boards, Commissions and Committees set forth in the City of Paris, Texas Code of Ordinances in Chapter 2, Article IX. Directors shall also be subject to the City's Policies and Procedures for Standing Boards, Commissions, and Committees, except where such policies and procedures conflict with these bylaws or with Chapter 311 of the Texas Tax Code. ARTICLE III OFFICERS Section 1. Titles and Term of Office. The officers of the Zone shall consist of a chair, a vice chair, a secretary, and such other officers as the Board of Directors may from time to time elect or appoint; provided however that the City Council shall, on an annual basis, appoint the chair whose term shall end on December 31 of each year. One person may hold more than one office, except that the chair shall not hold the office of secretary. Terms of office for officers, other than the chair, shall not exceed two years, but an officer, other than chair, may serve up to three (3) two (2) year terms. All officers, other than the chair, shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board of Directors. A vacancy in the office of any officer, other than the chair, shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the Chair. The chair shall be the chief executive officer of the Board of Directors and, subject to the approval of the City Council, he/she shall be in general charge of the properties and affairs of the Zone and shall preside at all meetings of the Board of Directors. Section 3. Vice Chair. The Vice chair shall be a member of the Board of Directors, shall have such powers and duties as may be assigned to him by the Board of Directors and shall exercise the powers of the chair during that officer's absence or inability to act. Any action taken by the vice chair in the performance of the duties of the chair shall be conclusive evidence of the absence or inability to act of the chair at the time such action was taken. Section 4. Secretary,. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for the purpose, he/she shall have charge of such books, records, documents and instruments as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection, and he/she shall in general perform all duties incident to the office of secretary subject to the control of the City Council and the Board of Directors. The function of Secretary may be performed by City Staff. Section 5. Staff. Staff functions for the Board of Directors may be performed by the City Manager or his designee. ARTICLE IV PROVISIONS REGARDING BYLAWS Section 1. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: (1) The adoption of these Bylaws by the Board of Directors, and (2) The approval of these Bylaws by the City Council. Section 2. Amendments to Bylaws. These Bylaws may be amended by majority vote of the Board of Directors, provided that the Board of Directors files with the City Council a written application requesting that the City Council approve such amendment to the Bylaws, specifying in such application, the amendment or amendments proposed to be made. If the City Council by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors shall proceed to amend the Bylaws. After consultation with the Board of Directors, the Bylaws may also be amended at any time by the City Council by adopting an amendment to the Bylaws by resolution of the City Council and delivering the Bylaws to the secretary of the Board of Directors. Section 3. Interpretation of Al aws. These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby. ARTICLE V GENERAL PROVISIONS Section 1. Notice and Waiver of Notice. Unless otherwise required by State Law, whenever any notice whatsoever is required to be given under the provision of these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled hereto at his post office address, as it appears on the books of the Zone, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of notice in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 2. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the City Council. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 3. Approval or Dele ration of Power b the Ci° Council. To the extent that these Bylaws refer to any approval by the City, such approval of delegation shall be evidenced by a certified copy of an ordinance, or resolution (if permissible), duly adopted by the City Council. Approved as revised by the TIRZ Board of Directors on the 1 la` day of July, 2024. Approved as revised by the Paris City Council on the 22nd day of July, 2024.