21-Deliberate and act on a resolution approving the amendments of Paris Economic Development Corporation Bylaws

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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 is aware of a conflict of interest or potential conflict of interest, he may request to be excused from the board room while the matter is deliberated and by vote of the Board will be excused, or the Director shall bring the same to the attention of the meeting and shall remove himself from the board room «"i*y G^u^^i' Chafaber•s), unless the Board determines that no conflict of interest exists. Any Director may bring to the attention of the meeting any apparent conflict of interest or potential conflict of interest of any other Director, in which case the Board shall determine whether a true conflict of interest exists before any vote shall be taken regarding that particular matter. The Director as to whom a question of conflict of interest has been raised shall refrain from voting with regard to the determination as to whether a true conflict exists. 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 bv four (4) members of the r~. -~n"'~o .,w... Boardb +'wee fAhs .,:Y o~ ~ ~ L 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,b *'wee fouAhs (2/4` •o*° of *h° C;+y'" G"„"";', when~ the judgment of the Boaxd 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 bv the City Council. Section 4.12 Board's Relationship with City. The Board on its own authority and in L V {.11 compliance with State law ( f B"°"'''° \1 given „+hef;+-, ; ~rd~~~.u..,., ~ T~-~'~•_~~` may make commitments to expend funds from the Corporation's undesignated fund balance as defined hereinafter in paragraph 8.11 without having to obtain City's approval prior to making said expenditures; however, the Board shall have no authority to authorize tax abatement agreements without formal review and approval of said agreement bv the Paris City Council. * ' _eqti:=e , 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 4 w L0f?~2.4 6