2013-040 Revising Bylaws for the Paris Economic Development Corporation

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Section 10. 02 Authorization. The Corporation shall carry out its program subject to its Articles of Incorporation, these Bylaws, and such resolutions as the Board may from time to time authorize. Section 10.03 Program. The program of the Corporation shall be to assist, stimulate, and enhance economic development in Paris, Texas, subject to applicable State and Federal law, these Bylaws, and the Articles of Incorporation. Section 10.04 Amendments to Bylaws. The Bylaws may at any time and from time to time be amended, provided that the Board files with the City a written application approved by the affirmative vote of four (4) or more members of the voting Board requesting that the City approve such amendment to these Bylaws, specifying in such application the amendment or amendments proposed to be made. If the City Council finds, by resolution approved by an affirmative vote of five (5) or more members of the City Council that it is advisable to approve the Amended Bylaws, the Board shall proceed to amend these Bylaws as so approved. The Bylaws of the Corporation may also be amended independently at any time by the City Council by adopting a resolution supported by the affirmative vote of no less than five (5) members of the City Council amending said Bylaws and by delivery of the Amended Bylaws to the Secretary- Treasurer of the Corporation. Section 10.05 Oath. The Directors of the Corporation shall take the following oath: 441, , do solemnly swear (or affirm), that I will faithfully execute the duties of the office of Director of the Paris Economic Development Corporation, Paris, Texas, and will to the best of my ability preserve, protect, and defend the Constitution and laws of the United States and of this State and of this City; and I furthermore solemnly swear (or affirm), that I have not directly nor indirectly paid, offered, or promised to pay, contributed, nor promised to contribute any money, or valuable thing or promised any public office or employment, as a reward for the giving or withholding of a vote at the election at which I was elected, or if the office is one of appointment, to secure my appointment, So help me God." SECTION XI INDEMNITY Section 11.01 Indemnity. A. The Corporation shall defend, indemnify and hold its Directors and officers harmless from and against any loss, claim or damages asserted against such Director or officer, by action in court or otherwise, by reason of said Director or officer being or having been such a Director or officer for the Corporation to the fullest extent permitted under applicable Texas law. Provided, however, this BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated & Approved by City Council 10- 14 -13. 13