1992 RES AUTHORIZING CREATION OF COP INDUSTRIAL DEVELOPMENT CORPORATION

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with the City Council a written application xequesting that the City Council appxove such amendment to the Azticles of Incorporation, 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 advis- able that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Soard of Directors sha11 proceed to amerid the Articles as pro- vided in the Act. The Articles of Incorporation may also be amended at any time by the City Council at its sole discretian by adopting an amendment to the Articles of Incorporation of the Corporation by resolution of the City Council and delivering the Articles of Amendment to the Secretary of State as provided in the Act. These Bylaws may be amended, provided that the Board of Directors files with the City Council a written application re- questing that the City Council approve such amendment ta the Bylaws, specifing in such application the amendment or amend- ments 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, if the same is approved by a majority of said Board of Directors. Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions ereo s all 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. ART I CLE V Section l, Princi al Office. The principal office of the Corporation shall be ocate in City Hall, Paris, Texas. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose business office is identical with such registered office, as re- quired by the Act. The registered office may be, but need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the Act. Section 2. Fiscal Year. The fiscal year of the Corpor- ation shall be-as determine by the Board of Directors. Section 3. Sea1. The seal of the Corporation shall be as determine y the Board of Directors. Section 4. Notice and Waiver of Notice. Whenever any notice whatsoever is require to e given un er t e provisions of the Act, the Articles of Incorporation or these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postnaid wrapper addressed to the per- son entitled thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed to h.ave been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, - 5 - ~ Z -