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1993-112-RES Creation of PEDC and Approval of Bylaws RESOLUTION NO. q::l_ll? WHEREAS, the citizens of Paris did at election on the 1st day of May, 1993, provide for the funding of an Economic Development Corporation by the passage of a one-fourth (1/4) of one percent (1%) sales and use tax to carry out industrial development programs; and, WHEREAS, the City Council of the City of Paris did in Resolution No. 93-076, on July 12, 1993, authorize the establishment of a non-profit corporation to promote, assist, and enhance economic development as permitted by the Texas Development Corporation Act of 1979, appoint the initial Board of Directors, and approved the Articles of Incorporation which said Articles of Incorporation were filed with the Secretary of State on July 19, 1993; and, WHEREAS, the proposed Bylaws of the Paris Economic Development Corporation in the form attached hereto as Exhibit A should be in all things approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the proposed Bylaws of the Paris Economic Development Corporation, attached hereto as Exhibit A, be, and the same are hereby approved. Passed and adopted this 15th day of November, 1993. " '. ~tFi~or ATTEST: ~~~~,~~ Mattie Cunning am, Ci y C er APPROVED AS TO~ORM: BYLAWS OF PARIS ECONOMIC DEVELOPMENT CORPORATION A NON-PROFIT CORPORATION PARIS, TEXAS SECTION I OFFICES 1.01 Registered Office and Registered Agent The Paris Economic Development Corporation, hereinafter referred to as CORPORATION, shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The Board of Directors, hereinafter referred to as BOARD may, from time to time, with the approval of the City of Paris, Paris, Texas, hereinafter referred to as CITY change the registered agent, or the address of the registered office, provided that such is appropriately reflected in these Bylaws and in the Articles of Incorporation. The registered office of the CORPORATION is located at 135 1st Street S.E., Paris, Texas, 75460, and at such address is the CORPORATION, whose mailing address is P.O. Box 9037, Paris, Texas, 75461. 1.02 Principal Office The principal office of the CORPORATION shall be located in the City Hall of the City of Paris, County of Lamar, Texas. SECTION II PURPOSES 2.01 Purposes The CORPORATION is a non-profit corporation specifically governed by the Texas Development Corporation Act of 1979, as amended. The purpose of the CORPORATION is to promote, assist, and enhance economic development as permitted by the Texas Development Corporation Act of 1979 and in accordance with these Bylaws. EXHIBIIA SECTION I II MEMBERS 3.01 Members The CORPORATION shall have no members. SECTION IV BOARD OF DIRECTORS 4.01 BOARD The business and affairs of the CORPORATION and all corporate powers shall be exercised by or under authority of the BOARD, appointed by and serving at the pleasure of the governing body of the CITY and subject to the applicable limitations imposed by the Texas Non-Profit Corporation Act, the Texas Business Corporation Act, the Texas Development Act of 1979, the Articles of Incorporation, and these Bylaws. The BOARD may, by contract authorized by BOARD resolution, give general, limited or special power and authority to Directors of the CORPORATION to transact the general business of the CORPORATION or transact any special business of the CORPORATION, and may give powers of attorney to Directors of the CORPORATION authorized by BOARD resolution to transact any special business requiring such authorization. 4.02 Number and Qualifications The authorized number of Directors of this BOARD shall be five (5). The CITY shall appoint the Directors of the CORPORATION. Each Director shall be a bona fide resident and shall reside within the corporate limits of the City of Paris. The CITY shall consider an individual's accomplishments, and educational background in members to the BOARD. No former or sitting member of the CITY's Council shall be eligible for appointment to the BOARD until they have ceased to serve on CITY's Council for a period of at least one (1) year. experience, appointing 4.03 General Duties of the BOARD The BOARD is hereby required to perform the following duties: 1. The BOARD shall vote on all matters coming before the BOARD for action. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 2 2. The BOARD shall develop an overall economic development plan for the City which shall include and set forth both long and short term goals which the BOARD deems necessary to accomplish compliance with its overall economic development plan. Such plan shall be approved by the CITY. 3. The BOARD shall review and update its overall economic development plan by June 30 of each year to ensure that said plan is up to date with the current economic climate and is capable of meeting Paris' current economic development needs. 4. The BOARD shall develop an annual plan of work outlining the activities, tasks, projects and programs to be undertaken by the BOARD during the upcoming fiscal year. The annual plan of work shall be submitted with the annual budget as outlined in Section 8.03 of these Bylaws. 5. The BOARD shall expend, in accordance with State law, the tax funds received by it on direct economic development where such expenditures will have a direct benefit to the citizens of Paris. As used in this section, "direct economic development" shall mean the expenditure of such tax funds for programs that directly accomplish or aid in the accomplishment of creating identifiable new jobs or retaining identifiable existing jobs, including job training or planning and research activities necessary to promote said new job creation. The corporation's focus will be primarily in the areas of: a. Business retention and expansion b. Formation of new businesses c. Business attraction 6. The BOARD shall evaluation of requests. develop qualification parameters for the projects prior to accepting funding 7. The CORPORATION shall make an annual report to the CITY on or before February 1, 1995, and each year thereafter. 8. The BOARD President may designate one or more committees of Directors, each consisting of two Directors. The committees, to the extent provided in the President's instructions, shall have and exercise the authority of the BOARD. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 3 4.04 Implied Duties The BOARD is authorized to do desirable to accomplish any of the or alluded to in Section 4.03 accordance with State law. that which the BOARD deems purposes or duties set out of these Bylaws and in 4.05 Tenure The initial terms of office for the Directors shall be three (3) years for two Directors, two (2) years for two Directors, and one (1) year for one Director, as appointed by the CITY. No member of the Directors shall serve more the two (2) consecutive terms. The CITY shall appoint the Directors of the CORPORATION. The number of the Directors shall be five (5). After the initial term of office the Directors shall serve for three (3) years. Directors shall be appointed by the CITY in June to begin their term on July 20. 4.06 Vacancies Any vacancy occurring shall be filled by appointment by the CITY to the unexpired term of the vacated position. 4.07 Quorum A majority of the BOARD shall constitute a quorum. The act or vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act or vote of the BOARD unless the act or votes of a greater number is required by the Bylaws. 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. 4.09 Vote Each 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. 4.10 Conflicts of Interest In the interest or be excused event that a Director is aware potential conflict of interest, from the board room while of a conflict he may request the matter of to is PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 4 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 (City Council Chambers), 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 interest has been raised shall refrain from voting with regard to the determination as to whether a true conflict exists. 4.11 Removal from BOARD The BOARD may request that the CITY remove a Director from the BOARD with the adoption of a resolution by three- fourths (3/4) vote of the entire membership of the BOARD or the CITY may remove a Director from office by three-fourths (3/4) vote of CITY's Council, when, in the judgment of the BOARD or of the CITY, the best interests of the CORPORATION would be served by said removal. The Directors and the member to be removed shall be notified at least seven (7) days pr ior to the meet ing in wh ich the vote is taken. The removal of a Director shall be effective immediately upon passage of the resolution. 4.12 Board's Relationship with City The BOARD on its own authority (or a committee of the BOARD's Directors to whom the BOARD has given its authority in accordance with these Bylaws) may make commitments to expend funds from the undesignated fund balance as defined hereinafter in paragraph 8.11 (in compliance with state law) without having to obtain CITY's approval prior to making said expend i tures; however, the BOARD shall not make commitments that require the expenditure of any other CITY funds without CITY's approval. 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. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 5 4.13 Board's Relationshi~ With Administrative Departments 0 the City A. Administrative, financial, engineering and construction services will be provided in a timely manner to the BOARD by the CITY. If services are not available within the time frame required through the CITY forces at the time of request, CITY will provide the same in a timely manner through consultants or contractors. Any request for services made to the administrative department of the CITY shall be made by the BOARD or designee in writing to the City Manager. The City Manager may approve such request for assistance from the BOARD when he finds such requested services are available in a timely manner within the administrative departments of the CITY and that the BOARD will reimburse the administrative department's budget for the costs of such services so provided. B. The City Attorney will serve as counsel for the BOARD as provided for in the City Char ter. Any reques t for legal assistance identified by the BOARD will be addressed with the advice and consultation of the City Attorney. The City Attorney will provide assistance as requested by the BOARD, and CITY will be reimbursed for cost of providing the requested legal services. SECTION V MEETINGS AND NOTICES 5.01 Annual Meeting There shall be held in June of each year an annual meeting of the Board of Directors. At the meeting, officers shall be elected, annual work plan considered and acted upon, and such business as shall properly come before the meeting shall be transacted, including the adoption of the next year's proposed budget. 5.02 Regular Meetings The BOARD shall meet once each month at City Hall, Paris, Texas. The President of the BOARD shall set regular meeting dates and times at the beginning of his term. 5.03 Special Meetings A special meeting of the BOARD may be called by the President of the BOARD for a specific purpose. All special meetings must strictly adhere to all requirements of the Texas Open Meetings Act and these Bylaws. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 6 5.04 Meeting Agenda The Secretary-Treasurer shall be responsible for the creation and posting of meeting agendas at City Hall. Any member of the BOARD may request that an item be placed on the Agenda by delivering the same in writing to the Secretary- Treasurer of the BOARD no later than five (5) days prior to the date of the BOARD meeting. The posting of agendas shall conform to the requirements of the Texas Open Meetings Act and Section 5.05 of these Bylaws. 5.05 Notice Notice and conduct of all meetings shall conform to the Texas Open Meetings Act. Notice shall be provided in accordance with Vernon's Annotated Civil Statutes Article 6252-17, et Seq., and shall contain information regarding the particular time, date, and location of the meeting and the Agenda to be considered. 5.06 Action Without Meeting Any action required by law to be taken at a meeting of the BOARD, or any action which may be taken at a meeting of the BOARD, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all Directors. 5.07 Waiver of Notice This 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 statues, 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. 5.08 Attendance as Waiver Attendance of Director at a meeting shall constitute a waiver of notice of such meeting. 5.09 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. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 7 SECTION VI OFFICERS 6.01 Officers of the Corporation The elected officers of the CORPORATION shall be a President, Vice President, 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 perform the duties of the office as the BOARD may from time to time delegate. Any two (2) or more offices may be held by the same person, except the office of President and Secretary may not be held by the same person. 6.02 Selection of Officers The initial President, Vice President and Secretary- Treasurer shall be elected by the BOARD and shall serve through July, 1994. On the expiration of the term of office of the original President, Vice President and Secretary- Treasurer, the BOARD shall select from among its Members individuals to hold such office. The term of office of the President, Vice President and Secretary-Treasurer shall always be for a period of one year from the date of selection by the BOARD, provided however, tha t the Pres ident, Vice President and Secretary-Treasurer continue to serve until the election of their successors. 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. 6.04 Officers' Authorities and Duties A. The President 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. (3) Shall have the authority, upon notice to the members of the BOARD, to call a special meeting of the BOARD when in his judgement such meeting is required. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 8 (4) Shall have the authority to appoint standing committees to aid the BOARD in its business under- takings or other matters incidental to the opera- tion and functions of the BOARD. (5) Shall have the authority committees which may address nature or concern which have the business of the BOARD. to appoint ad hoc issues of a temporary a temporary affect on (6) Shall sign when authorized by resolution duly passed and adopted, any deed, mortgage, bonds, contracts, or other instruments wbich the BOARD has approved unless the execution of said documents has been expressly delegated to some other officer or agent of the CORPORATION by appropriate Board resolution, by a specific provision of these Bylaws, or by statute. (7) Shall per form all dut ies inc ident to the off ice, and such other duties as shall be prescribed from time to time by the BOARD. B. The Vice President, in the absence of the President or in the event of his inability to act, shall assume the authority and duties of the President. The Vice President shall also perform other duties as from time to time may be assigned to him by the President. C. The Secretary-Treasurer authority: shall have the following (1) Shall keep, or cause to be kept, at the registered office a record of minutes of all meetings of the BOARD and any committees of the BOARD. Further, the Secretary-Treasurer will make said minutes available in accordance wi th tbe Texas Open Meet ings Ac t, the Texas Open Records Act and other applicable law. (2) Shall be custodian of the CORPORATION records and seal of the CORPORATION, and shall keep a register of the mailing address and street address, if different, of each Director. (3) Shall insure that a copy of all BOARD and committee minutes are filed wi th the City Clerk of the City of Paris. (4) Shall verify official signatures of officers of the CORPORATION. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 9 (5) Shall have charge and custody of and be responsible for all funds and securities of the CORPORATION. (6) Shall be bonded for the faithful discharge of his duties with such surety or sureties and in such sum as the BOARD shall determine by resolution, but in no event shall the amount of such bond be less than an amount equal to the sums which the Secretary-Treasurer has access to and the ability to convert during a twelve (12) month period of time. The Secretary-Treasurer shall have charge and custody of and be responsible for all funds and securities of the CORPORATION. (7) Shall receive and give receipts for money due and payable to the CORPORATION from any source whatsoever, and shall deposit all such moneys in the name of the CORPORATION in the CITY's Depository Bank. (8) Shall, in general, perform all duties incident to that office, and such other duties as from time to time may be assigned to him by the President or the BOARD. D. The Assistant Secretaries-Treasurers, if any, shall in general, perform such duties as may be assigned to them by the Secretary-Treasurer, or by the President or the BOARD. 6.05 Removal From Office Any officer elected by the three-fourths (3/4) vote of the BOARD whenever in its judgment CORPORATION will be served. BOARD may be removed entire membership of the best interests of by the the 6.06 Ex-officio "Members" The Mayor, the City Manager, the Lamar County Judge, the President of the Paris Central Labor Council, the President of Paris Junior College, the President of the Lamar County Chamber of Commerce, or their designees may attend all meetings of the BOARD as ex-officio "members". These representatives shall not have the power to vote in the meetings they attend. Their attendance shall be for the purpose of insuring that information about the meetings is accurately communicated to the organizations they represent. 6.07 Other "Members" The CORPORATION may have no members; nevertheless, the CORPORATION may use the word "members" or "participants" to designate those persons having privileges and status as the PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 10 BOARD shall determine. shall have no voting or the CORPORATION. These other "members" or "participants" legal or equitable rights in SECTION VII DIRECTOR OF ECONOMIC DEVELOPMENT (RESERVED) SECTION VIII FINANCIAL ADMINISTRATION 8.01 Financial and Accounting Services The CORPORATION shall contract with the CITY for financial, accounting and auditing services. The CORPORATION's financial and accounting records shall be maintained in accordance with these Bylaws, State and Federal laws and the accounting practices of the CITY. 8.02 Fiscal Year The fiscal year of the CORPORATION shall begin on October 1, and end on September 30, of the following year. 8.03 Budget A budget for the forthcoming fiscal year shall be submitted to, and approved by the BOARD in June and delivered to the CITY on or before June 30. In submitting the budget to the CITY, the BOARD shall submit the budget on the forms prescribed by the City Manager and in accordance with the annual budget preparation schedule as set forth by the City Manager. The Budget shall be submitted to the City Manager for inclusion in his annual budget to be presented to the CITY in accordance with the Charter of the City of Paris. The budget proposed for adoption shall include the projected operating expenses, and such other budgetary information as shall be useful to or appropriate for the BOARD and the CITY. 8.04 Contracts A. As prov ided in Sec t ion VI above, the Pres ident, whose signature shall be attested by the Secretary-Treasurer, shall execute any contract or other instruments which the BOARD by resolution has approved and authorized to be executed, provided however, that the BOARD may, by appropr iate resolution, authorize any other officer or officers to enter into contracts or execute and deliver instruments in the name of and on behalf of the CORPORATION, in all such cases the PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 11 signature shall be attested by the Secretary-Treasurer. Such authority may be confined to specific instances or defined in general terms. When appropriate, the BOARD may grant to Director of the CORPORATION a specific or general power of attorney to carry out action on behalf of the BOARD, provided, however, that no such power of attorney may be granted unless an appropriate resolution of the BOARD authorizes the same. B. The CORPORATION may, with approval of the CITY, contract with any qualified and appropriate person, association, CORPORATION or governmental entity to perform and discharge designated tasks which will aid or assist the BOARD in the performance of its duties; however, no such contract shall ever be approved or entered into which seeks or attempts to divest the BOARD of its decision-making and policy-making functions in discharging its duties in accordance with these Bylaws. 8.05 Checks and Drafts All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the CORPORATION shall be signed or bear the facsimile of the President and the Secretary-Treasurer and shall be issued by the Director of Finance of the City of Paris. 8.06 Deposits All funds of the CORPORATION shall be deposited on a regular basis to the credit of the CORPORATION in CITY's Depository Bank. 8.07 Gifts The CORPORATION may accept on behalf of the CORPORATION any contribution, gift, bequest, or device for the general purpose or for any special purposes of the CORPORATION. 8.08 Purchasing All purchasing made and contracts executed by the CORPORATION shall be made in accordance with the requirements of the Texas Constitution, Statutes of the State of Texas, and these Bylaws. 8.09 Investments Temporary and idle funds which are not needed for immediate obligations of the CORPORATION may be invested in any legal manner as set out in the Public Funds Investment Act, Article 842A-2, VATCS, and in 4.l3A of these Bylaws. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 12 8.10 Bonds Any bonds issued by the CORPORATION shall be in accordance with the statute governing this CORPORATION, but in any event, no bonds shall be issued without approval of the CITY after review and comment by the CITY's bond counsel and financial advisor. 8.11 Uncommitted Funds Any uncommitted funds of the CORPORATION at the end of the fiscal year shall be considered a part of the Fund Balance. The Fund Balance shall be made up of two parts: Undesignated Fund Balance and Permanent Reserve Fund. The Undes ignated Fund Balance may be commi tted for any legal purpose provided the corporation's BOARD approves such commi tment. The Permanent Reserve Fund shall be accumulated for the purpose of using the interest earnings of such fund to finance the operation of the CORPORATION. 8.12 Fund Raising The CORPORATION shall be authorized to raise funds by subscriptions, solicitation, promotions and other legitimate methods which are not in violation of statutes governing exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986. Funds shall be expended only in furtherance of the Corporation's purposes. SECTION IX BOOKS AND RECORDS 9.01 Books and Records The Secretary-Treasurer of the CORPORATION shall keep correct and complete books and records in accordance with Section 4.13 and Section 6.04C of these Bylaws. 9.02 Inspections All books and records of the CORPORATION may be inspected by Directors of the CORPORATION or his agent or attorney at any reasonable time, and any information which may be designated as public information by law shall be open to public inspection at any reasonable time. The Texas Open Records Act and Open Meetings Act shall apply to disclosure of information. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 13 9.03 Audit The BOARD shall provide for an annual financial audit to be performed by a competent independent audit firm employed by the CITY for the CITY's audit. 9.04 Quarterly Reports The CORPORATION shall provide quarterly financial reports, summaries of activities, anticipated projects, and proposed dispersal of funds over $50,000. Quarterly reports will be due on the 10th day of the month of January, April, July and October. SECTION X CORPORATE AUTHORITY 10.01 Seal The seal of the CORPORATION shall be a star circled with the name of the CORPORATION and Paris, Texas. 10.02 Authorization The CORPORATION shall carry its Articles of Incorporation, resolutions as the BOARD may from out its these time to program subject to Bylaws, and such time authorize. 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. 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 three-fourths (3/4) vote of the entire membership of the 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 by resolution approved by a three-fourths (3/4) vote finds and determines that it is advisable that the proposed Bylaws amendment be made, authorizes the same to be made, and approves the form of the proposed amendment, the BOARD shall proceed to amend these Bylaws as so approved. The Bylaws of the CORPORATION may also be amended at any time by the CITY by adopting an amendment to the Bylaws of PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 14 the CORPORATION by resolution approved by a three-fourths (3/4) vote of the CITY's Council and by delivery of said amendment of these Bylaws to the Secretary-Treasurer of the CORPORATION. 10.05 Robert's Rules of Order The conduct of the BOARD shall be governed by Robert's Rules of Order. 10.06 Oath The Directors of the CORPORATION shall take the follow- ing oath: "I, , do solemnly swear (or affirm), that I will faithfully execute the duties of the office of Director of the Paris Economic Development Corpora- tion, Paris, Texas, and will to the best of my ability preserve, protect, and defend the Constitution and laws of the United States and Df 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 Il.Ol Indemnity A. The CORPORATION shall indemnify its Directors and officers to the fullest extent permitted by the Texas Non- Profit Corporation Act and the Texas Development Corporation Act of 1979, and may, if and to the extent authorized by the BOARD, so indemnify its officers and any other persons whom it has the power to indemnify against liability, reasonable expense, or other matters whatsoever. If the Texas Non-Profit Corporation Act or the Texas Development Corporation Act of 1979 is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors or officers, such personal liability shall be eliminated or limited to the fullest extent permitted by the Texas Non-Profit Act or the Texas Development Corporation Act of 1979. PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 15 B. The CORPORATION further agrees to indemnify and hold harmless and defend the CITY, its officers, agents, and its employees, from and against all claims and suits for damages; injuries to persons, including death; property damages, including loss of use; and expenses, including court costs and attorney's fees, arising out of or resulting from the corporation's work; from any liability arising out of or in connection with the CITY's or its agents', officers', or employees' entry upon property; common, constitutional, or statutory law, or based in whole or in part upon the negligent or intentional acts or omissions of the CORPORATION, its officers, employees, agents, subcontractors, licensees, invitees, or trespassers, or based in whole or in part upon the negligent acts or omissions of the CITY, its officers, employees, agents, licensees or invitees. The CORPORATION shall waive any and all claims it may have against the CITY, connected with, resulting from, or arising out of, claims and suits covered by this indemnification provision, and agrees that any insurance carrier involved shall not be entitled to subrogation under any circumstances against the CITY, its officers, agents, and employees. SECTION XII MISCELLANEOUS 12.01 Relation to Articles of Incorporation These Bylaws are subject to, and governed by, the Articles of Incorporation. DATED: INCORPORATORS: PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 16