13-Motion to approve Amended Bylaws of the PEDC

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Government Code, and shall contain information regarding the particular time, date, and location of the meeting and the Agenda to be considered. Section 5.06 Waiver of Notice. The section applies to required notice to Directors only. Whenever any notice is required to be given to any Director of the Corporation under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. Section 5.07Attendance as Waiver. Attendance of Director at a meeting shall constitute a waiver of notice of such meeting. Section 5.08 Attendance. Regular attendance of the Board meetings is required of all Directors. Three (3) consecutive absences or other such irregular meeting attendance may be considered as grounds for removal from the Board. SECTION VI OFFICERS Section 6.01 Officers of the Corporation. The elected officers of the Corporation shall be a Chairman, Vice, Chairman and Secretary-Treasurer. The Board may resolve to elect one or more Assistant Secretaries-Treasurers as it may consider desirable. Such officers shall have the authority and duties of office as provided in these By-Laws, the Articles of Incorporation, the Texas Development Corporation Act and the Texas Non-Profit Corporation Act. Section 6.02 Selection of Offcers. The offices of Chairman, Vice Chairman, and Secretary-Treasurer shall be by nomination and majority vote of the Board. The term of office of the Chairman, Vice Chairman, and Secretary-Treasurer shall always be for a period of one (1) year from the date of selection by the Board, provided however, that the Chairman, Vice Chairman, and Secretary-Treasurer continue to serve until the election of their successors. Section 6.03 Vacancies. Vacancies in any office which occur by reason of death, resignation, disqualification, removal, or otherwise, may be filled by the Board for the unexpired portion of the term of that office, in the same manner as other officers are elected. Section 6.04 Officers' Authority and Duties. A. The Chairman shall be the presiding officer of the Board with the following authority: (1) Shall preside over all meetings of the Board. (2) Shall vote on all matters coming before the Board for action. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION 6 ~ E J