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20 - Amending the Bylaws of the Paris Economic Development CorporationItem No. 20 Memorandum TO: City Council Grayson Path, City Manager FROM: Stephanie H. Harris, City Attorney SUBJECT: Approval of change to PEDC Bylaws increasing the Board of Directors from five to seven members with one seat to be filled by a sitting council member nominated by the PEDC Board of Directors and approved by the City Council DATE: July 27, 2020 BACKGROUND: On June 22, 2020, the City Council approved several changes to the Bylaws of the PEDC including amendments set forth in the following motion as indicated by the Minutes: "A Motion to increase the number of directors from five to seven members, and one of those members being a sitting Council Member who will be selected by the PEDC for a term of one year was made by Council Member Hughes and Seconded by Council Member Knox." (The video recording of the meeting shows that the term used in the Motion was "appointed" rather than "selected.") The Motion carried by the 5 votes required by the Bylaws in Section 10.4. (See Minutes of June 22, 2020 meeting, attached.) Because I had symptoms of COVID-19 and was tested on that day, I was not present at the meeting. Texas Local Government Code Sec. 504.051(b), provides that "a director is appointed by the governing body of the authorizing municipality..." Consequently, the Council cannot delegate that authority to the Board of Directors; however, there is no prohibition against providing that the Board of Directors nominate a member subject to council approval. Because I was unable to attend the meeting, I was unable to advise Council prior to the motion and vote. Attempting both to effectuate the intent evidenced by the vote and to comply with state law, on June 26, 2020, If administratively revised paragraph 4.02 and informed the Governing Body via email as follows: "Section 4.02 Number and Qualifications. The authorized number of Directors of this Board shall be seven (7). "The City Council shall appoint the Directors of the Corporation. Six (6) Directors will be nominated and approved by the City Council, and shall serve terms of three years as set forth in Section 4.05 herein. One (1) Director shall be nominated by Corporation's Board of Directors by majority vote prior to the City Council Meeting at which Board appointments are made. Said nomination must be of a sitting City Council member, and the nomination shall be subject to Council approval. The Director nominated by the Corporation's Board of Directors and approved by City Council shall serve a term of one (1) year. Each Director shall be a bona fide resident and shall reside within Lamar County, Texas, with the exception of the Director appointed from the City Council, who shall be a bona fide resident of the City of Paris as required by law. These seven. (7) Directors shall constitute the Governing Body of the Paris Economic Development Corporation. "The City shall consider an individual's experience, accomplishments, and educational background in appointing members to the Board. "With the exception of the City Council member appointed and approved pursuant to the preceding paragraph, 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." Again, I forwarded this revision. to Council on June 26th. STATUS OFISSUE: After speaking with Council Member Hughes on July 2, 2020 and Council Member Knox on July 23, 2020, it has now come to my attention that the revised amendment did not in fact effectuate the intent of all Council members voting in favor of the motion. Consequently, since the motion as approved included the provision that the seat to be filled by a council member was to be "selected [or appointed] by the PEDC," which does not comply with state law, and since the revised amendment did not effectuate the intent of all the members voting in favor of the June 22nd motion, it is necessaryfor Council to vote on whether to adopt the revised proposed amendment increasing the Board of Directors from 5 to 7 members with one member being a sitting Council Member nominated by the Board of Directors subject to the approval of and appointment by Council. OPTIONS: Council may: 1. Approve the amendment as written in the Background section above; 2. Approve a different amendment; or 3. Decline to approve any amendment at all. A motion to approve any change tote P Bylaws requires an affirmative vote of 5 Council Members to pass. If Council does not approve an amendment increasing the number of directors from 5 to 7, Council. will need to act at the next meeting to bring the PEDC board back down to 5 members unless there is a voluntary resignation. The PEDC, working with its legal counsel, will also need to determine whether it needs to ratify the actions taken at its July 21, 2020 Meeting, BUDGET': N/A RECOMMENDATION: Move to approve the attached resolution adopting an. amendment to the ESC Bylaws increasing the Board of Directors from. 5 to 7 members with one member being a sitting Council Member nominated by the Board of Directors subject to the approval of and appointment by Council. WHEREAS, on November 15, 1993, by Resolution No. 93-112, the City Council of the City of Paris approved the original Paris Economic Development Corporation Bylaws; and WHEREAS, Section. 1.0.04 of the PEDC Bylaws provides that 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) members of the voting members requesting that the City approve such amendment to the Bylaws, specifying in said application the amendment or the amendments to be made; ffuls �MINM M"-M--T05'-'-TMTN_M77-P7T discretion 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; and WHEREAS, at its regular meeting on July 27,2020 City Council considered and approved the amendments to Section 4.02 of Exhibit A attached hereto and incorporated by reference as if fully set forth herein by a vote of —ayes to __ nays; and WHEREAS, it is deemed appropriate and in the best interest of the City of Paris and its citizens that the Bylaws of the Paris Economic Development Corporation be amended as set forth in Exhibit A attached hereto. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the Bylaws of the Paris Economic Development Section are hereby amended to read in their entirety to reflect the language contained in Exhibit A. Section 3. This resolution shall be effective immediately upon passage. DULY PASSED AND APPROVED this 27th day of July, 2020. Steven J. Clifford, M.D., Mayor F.'VffF0;w Janice Ellis, City Clerk Stephanie H. Harris, City Attorney Bylaws Of Paris Economic Development Corporation A Non -Profit Corporation Paris, Texas ARTICLE I OFFICES Section 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, 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 1125 Bonham Street, Paris, Texas 75460, and at such address is the Corporation. Section 1.02 Principal Office. The principal office of the Corporation shall be located at 1125 Bonham Street, City of Paris, County of Lamar, Texas. ARTICLE II PURPOSES Section 2.01 Purpose. 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. • I Ed 1010 1 11101 Section 3.01 Members The Corporation shall have no members. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 ARTICLE IV BOARD OF DIRECTORS Section 4. Of Board. The business and affairs of the Corporation and all corpor powers shall be exercised by or under authority of theBoard, appointed by and serving at t pleasure of the governing body of the City and subject to the applicable limitations imposed the Texas Non -Profit Corporation Act, the Texas Business Corporation Act, the Tex Development Corporation Act of 1979, the Articles of Incorporation, and these Bylaws. c n 0 g7 0 atr t a nposed �he Tex a ws, ow Board may, by contract authorized by Board resolution, give general, limited or special pow I and authority to Directors of the Corporation. to transact the general business of the Corporati I t or transact any special business of the Corporation, and may give powers of attorney to Directo Y, f I&A 1*x W mioix n - "fi x fi authorization. Section 4.02 Number and Qualifications. The authorized number of Directors of this Board shall be seven (7). The City Council shall appoint the Directors of the Corporation. Six (6) Directors will be nominated and approved by the City Council, and shall serve terms of three years as set forth in Section 4.05 herein. One (1) Director shall. be nominated by Corporation's Board of Directors by majority vote prior to the City Council Meeting at which Board appointments are made. Said nomination must be of a sitting City Council member, and the nomination shall be subject to Council approval. The Director nominated by the Corporation's Board of Directors and approved by City Council shall serve a term of one (1) year. Each Director shall be a bona fide resident and shall reside within Larnar County, Texas, with the exception of the Director appointed from the City Council, who shall be a bona fide resident of the City of Paris as required by law. These seven (7) Directors shall constitute the Governing Body of the Pans Economic Development Corporation. The City shall consider an individual's experience, accomplishments, and educational background in appointing members to the board. With the exception of the City Council member appointed and approved pursuant to the preceding paragraph, 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. Section 4.0.3 General Duties of the Board. The Board is hereby required to perform the following duties: I . The Board shall vote on all matters coming before the Board for action. 2. The Board shall develop an overall economic development plan for the City which shall include and set forth both long and short to goals which the board deems necessary to accomplish compliance with its overall economic development plan. Such plan shall be approved by the City. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 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, Lamar County, Texas. 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 be shall direct its focus primarily in the areas of: a. Business retention and expansion b. Formation of new business C. Business attraction 6. The Board shall develop qualification parameters for the evaluation of economic development projects prior to accepting funding requests. These parameters for evaluating funding requests may be amended from time to time. 7. The Corporation shall make an annual report to the City Council on or before February I" of each year. 8. The Board Chairman may designate one or more committees of Directors, each consisting of two or more Directors. The committees may be formed to study certain projects or proposals before the Board and to report their findings and/or recommendations back to the entire Board as directed by the Board Chairman. Section 4.04 Implied Duties The Board is authorized to do that which the Board deems desirable to accomplish any of the purposes or duties set out or alluded to in Section 4.03 of these Bylaws and in accordance with State law. Section 4.05 Tenure. The term of office for each Director shall be three (3) years and shall be limited to two (2) consecutive full terms. The number of Directors shall be seven (7). The City shall appoint the Directors at the second City Council meeting in June of each year with all terms beginning on July 1 and ending on June 30 of each year. The City Council may appoint new members to the Board to a shorter term (less than 3 years) as necessary to ensure staggered terms on the Board. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 Section 4.06 Vacancies. Any vacancy occurring on the Board shall be filled by appointment by the City Council to the unexpired to of the vacated position. The resigning Board member may continue to serve until their replacement is appointed and sworn in. Section 4.07 Quorum. A majority of the voting members of the Board shall constitute a quorum. The act or vote of a majority of the voting Directors present ata 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. 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 Conflicis of Interest In. the event that a Director or Ex -Officio member Is aware of a conflict of interest or potential conflict of interest, with an item on the Agenda, lie may request to be excused from the board room while the matter is deliberated and voted on, and by vote of the Board will. be so excused. Any Director or.Ex-Officio member may bring to the attention. of the Board any apparent conflict of interest or potential conflict of interest of any other Director or Ex -Officio member, in which case the Board shall determine whether a true conflict of interest exists before any deliberation. or vote is taken. regarding that particular matter. The Director or Ex -Officio member with the possible conflict of interest, shall. refrain from deliberating or voting on the conflict of interest question. Section. 4.11 Removalftom Board. The Board may request that the City remove a Director from the Board with the adoption of a resolution approved by six (6) members of the Board or the City may remove a Director from the Board with an affin-native vote of -five (5) or more members of the Paris City Council, when the judgment of the Board 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 aDirector shall be effective immediately upon passage of the resolution by the City Council.. Section 432 Board's Relationship with City. The Board on its own authority and in compliance with State law may make commitments to expend funds from the Corporation's undesignated fund balance as defined in Section. 8.11. of these Bylaws, up to a maximura of $400,000 on any one project, without having to obtain prior approval from the Paris City Council.; however, the Board shall have no authority to negotiate or authorize tax abatement agreements without formal review and approval of said agreement by the Paris City Council. The Board shall not borrow funds nor incur any indebtedness without first seeking the approval of the City Council.. BYLAWS -PARTS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 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. Section 4.13 Board's Relationship with Administrative Departments of the City. A. When administrative, financial, engineering or construction services are required by the Board, primary consideration will be given to the City to provide these services. If, however, the Board determines that its mission can best be accomplished by contracting with outside vendors of services, it is authorized to do so. If services are requested from City and these services are not available within the time frame required by the Board, the Board may seek these services through the use of outside 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 may reimburse the City for the costs of such services provided. SECTION V MEETINGS AND NOTICES Section 5.01 Annual Meeting. There shall be held in June of each year an annual meeting of the Board of Directors. At the meeting, the annual work plan and budget for the coming year shall be presented, considered and acted upon along with such other business as has been properly noticed for said meeting. Section 5.02 Regular Meetings. The Board shall meet once each month at the Community Room in The Depot Building, 1125 Bonham, Paris, Texas, unless otherwise determined by the Board Chairman. The Chairman shall set regular meeting dates and times at the beginning of his term of office. Section 5.03 Special Meeting. A special meeting of the Board may be called by the Chairman of the Board or by the Executive Director of the Economic Development Corporation (with the Chairman's consent) for a specific purpose. All special meetings must strictly adhere to all requirements of the Texas Open Meetings Act and these Bylaws. Section 5.04 Meeting Agenda The Executive Director and Board Chairman shall be jointly responsible for the creation and posting of PEDC meeting agendas. Any member of the Board may request that an item be placed on the Agenda by delivering the same in writing to the Chairman or the Executive Director no later than five (5) days prior to the date of the Board BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 meeting. The posting of agendas shall conforin to the requirements of the Texas Open. Meetings Act and. Section 5.05 of these Bylaws. Section 5.05 Notice. Notice and conduct of all meetings shall conform to the Texas Open Meetings Act. Notice shall be provided in accordance with Chapter 551 of the Texas Government Code, and shall contain. infon-nation 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 5.07AIiendanceas 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 Directors. Three (3) consecutive absences or other such irregular meeting attendance may considered as grounds for removal from the Board. I Section 6.0.1 Officers of the Corporation. The elected officers of the Corporation. shall. be a Chairman, Vice, Chainnan 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-Trolit Corporation Act, Section 6.02 Selection of Officers. The offices of Chaff nnart, Vice Chairman, and Secretary -Treasurer shall be by nomination and majority vote of the Board. The to of office of the Chairman, Vice Chairman, and Secretary -Treasurer shall always be for aPeriod 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 6.0.3 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 to of that office, in the same manner as other officers are elected. A. The Chairman shall be the presiding officer of the Board with the following authority: BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 (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 judgment such meeting is required (4) Shall have the authority to appoint standing committees to aid the Board in its business undertakings or other matters incidental to the operation and functions of the Board. (5) Shall have the authority to appoint ad hoc committees which may address issues of a temporary nature or concern which have a temporary affect on the business of the Board. (6) Shall have joint signatory authority over operating accounts of the Paris Economic Development Corporation. (7) Shall sign when authorized by resolution duly passed and adopted, any deed, mortgage, bonds, contracts, or other instruments which the Board has approved unless the execution of said documents has been expressly delegated to some other officer or agent of the Corporation by the appropriate Board resolution, by a specific provision of these Bylaws, or by statute. (8) Shall perform all duties incident to the office, and such other duties as shall be prescribed from time to time by the Board. B. The Vice Chairman shall have the following authority: (1) In the absence of the Chairman or in the event of his inability to act, the Vice Chairman shall preside over meetings of the Board and shall assume the authority and duties of the Chairman. (2) Shall have joint signatory authority over operating accounts of the Paris Economic Development Corporation. (3) The Vice Chairman shall also perform other duties as from time to time may be assigned to him by the Chairman. C. The Secretary -Treasurer shall have the following authority: (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 BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 with the Texas Open Meetings Act, 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 is filed with the City Clerk of the City of Paris. (4) Shall verify official signatures of officers of the Corporation. (5) Shall along with the Finance Director for the City of Paris, Texas have charge and custody of and be responsible for all funds and securities of the Corporation. and shall. endorse on behalf of the Corporation for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in. the depository bank designated by the City of Paris. (6) Whenever required by the Board, the Secretary -Treasurer (with the assistance of the Finance Director for the City of Paris, Texas,) shall render a statement of the Corporation's cash account; he/she shall enter regularly in the books of the Corporation a full and accurate account of the Corporation., and perform all acts incident to the position of Secretary - Treasurer, subject to the control. of the Board. Such written statements and accounts of the Corporation shall be maintained and filed in the Finance Director's Office for the City of Paris, Texas. (7) The Secretary -Treasurer shall give a bond for the faithful discharge of his duties in such sum, if any, as the Board may require. (8) 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 depository bank designated by the City of Paris. (9) Shall assist the Executive Director with monitoring recipients of PEDC economic development funds for compliance with terms of Economic Incentive Agreements. (10) 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 Chairman or the Board. Shall have joint signatory authority over operating accounts of the Paris EconomicDevelopment Corporation. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 D. The Assistant Secretaries -Treasurers, if any, shall in general., perforin. such duties as may be assigned to the by the Secretary -Treasurer, or by the Chairman or the Board. Section 6.05 Removalfrom Office. Any officer elected or appointed by the Board may be removed from office by an affirmative vote of no less than. six (6) members of the Board of Directors whenever in its judgment the best interests of the Corporation. will. be served. Section 6.06 Ex -officio "Members. " The Mayor and the City Manager for the City of Paris, Texas, the Lamar County Judge, the President of Paris Junior College, the President of the Lamar County Chamber of Commerce, or their authorized designee may attend all the meetings of the Board as "Ex -Officio Members." These representatives are encouraged to attend all PEDC meetings but shall have no power to vote on matters before the Board and Ex -Officio .Members may be excluded from certain executive sessions concerning personnel matters upon. majority vote of the voting members of the Board. Their attendance shall be for the purpose of insuring that information about the meetings is accurately communicated to the organizations they represent. Section 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 Board shall determine. These "members" or "participants" shall. have no voting or other legal. or equitable rights in the Corporation. SECT1 EXECUTIVE DIRECTOR Section 7. 01 Executive Director Position. The Executive Director is responsible for planning, organizing, staffing, directing, coordinating, and budgeting functions and Provides direction to accomplish the PEDC vision, mission, strategic goals and objectives. The Executive Director acts as a primary organizational. spokesperson and advocate working in partnership with the Board of Directors for the betterment of economic growth in Paris Texas. I 1317MIZA, I T I U FAME A. Mission and Strategic Plan. The Executive Director oversees development, implementation, a nd evaluation of programs and services in accordance with the Corporation's strategic plan and interests of member organizations and funding sources. In coordination with the Board, the Executive Director develops and manages the organization's strategic plan, implements the development of organization policies and procedures for fiscal management, personnel management, program management, and organizational operations. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 B. Fiscal and Organizational Accountability The Executive Director shall develop a balanced annual budget for review and approval by the Board, he shall review and approve all expenditures within the approved budget, The Executive Director shall. also strive to develop a network of funding sources to expand and diversify the organization's base of financial support, and implement resource development strategies to ensure the long-term viability of the organization. The Executive Director shall. also prepare all necessary RFPs/RFQs for procurement of goods and services to support the organization's operations. The Executive Director shall be responsible for managing all PEDC support staff. C. EconomicDevelop ment Agreements The Executive Director shall. work with the PEDC Board and other participating governmental entities and staff in negotiating and developing Economic Development Agreements with. new or existing business or industry in accordance with the PEDC's Articles of Incorporation, the Texas Development Corporation Act, these Bylaws and all other applicable laws and regulations. The Executive Director shall be responsible for ensuring that the recipients of PEDC funding comply with all terms and conditions of the Economic Development Agreements. D. Public Affairs and Marketing The Executive Director shall direct, develop and implement marketing strategies to promote visibility of the organization's programs and services to educate business, industry and the general. Public about the work. of PEDC. He shall serve as the organization's public spokesperson and shall prepare and disseminate news releases when appropriate. He shall also serve as the organization's primary liaison with local, state and federal agencies and with private sector organizations involved in community and economic development, and other related activities. E. Board of Directors The Executive Director shall support a functioning Board of Directors, its officers and committees, and shall assume other duties as assigned by the Board. The Executive Director shall serve as an Ex -Officio Member of the PEDC Board and all other Board committees and sub -committees. He shall work with the Secretary -Treasurer of the Board and the City Finance Director to generate monthly financial reports for the Board.; he shall work with the Board Chairman to prepare meeting agendas and annual reports for the Board and the City Council of the City of Paris. SECTION V111 FINANCIALADMINISTRATION BYLAWS -PARIS ECONOMIC DEVELOPMENI'CORPORATION Updated and Approved by the City Council on 6-22-2020 Section 8. 0.1 Financial and Accounting Services. The Corporation shall contract with. the City of Paris 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 of Paris. Section 8.02 Fiscal Year. The fiscal year of the Corporation shall begin on October 1, and end on September 30, of the following year. Section 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 July 1. In submitting the budget to the City, the Board shall submit the budget on fornis 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 Council 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 info nation as shall be useful to or appropriate for the Board and the City. Section 8.04 Contracts. A. As provided in Section VI above, the Chairinan, 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 appropriate resolution, authorize any other officer or officers to enter into contracts or execute and deliver instr umencs in the name of and on. behalf of the Corporation., in all such. cases the 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 a 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. BYLAWS -PARIS ECONOMIC DEVELOPME NT CORPORATION Updated and Approved by the City Council on 6-22-2020 Section 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 two (2) of the following: Chairman, Vice -Chairman, Secretary -Treasurer, or City Finance Director and shall be issued by the Finance Department of the City of Paris. Section 8.06 Deposits All funds of the Corporation shall be deposited on a regular basis to the credit of the Corporation in the City's Depository Bank. Section 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. Section 8.08 Purchasing. All purchases 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. Section 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, Section 2256 Texas Government Code, and in accordance with the Articles of Incorporation and these Bylaws. Section 810 Bonds. Any bonds issued by the Corporation shall be in accordance with the requirements of the Texas .Development Corporation Act and all other applicable state or federal law, but in any event, no bonds shall be issued without approval of the City Council of the City of Paris after review and comment by the City's bond counsel and financial advisor. Section 811 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 Undesignated Fund Balance may be committed for any legal purpose provided the Corporation's Board approves such commitment. The Permanent Reserve Fund shall be accumulated for the purpose of using the interest earning of such fund to finance the operation of the Corporation. Section 812 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. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 SECTION IX BOOKS AND RECORDS Section 9.01 Books and Records. The City Finance Director shall keep correct and complete books and records for the Corporation in accordance with Section 4.13 and Section 6.040 of these Bylaws. Section 9.02.1nspections. 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 Public Information Act and Open Meetings Act shall apply to disclosure of information. Section 9.03 Audit. The Board shall provide for an annual financial audit to be perfort-ned by a competent independent audit firm employed by the City for the City's audit. Section 9.04 Quarterly Reports. The Corporation shall provide quarterly financial reports, summaries of activities, anticipated projects, and proposed dispersal of funds of $50,000 or more. Quarterly reports will be due on the 10th day of the month of January, April, July and October. SECTION X W1, Section .1 0.1 Seal, The seal of the Corporation shall be a star circled with the name of the Corporation and Paris, Texas. 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.] 0. 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. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and approved by the City Council on 6-22-2020 -Fau difiruidtivu VULU oi 110 luss--tadli live y duopting a, ieskylution Nuppofte"y unell 0 !e members of the City Council amending said Bylaws and by delivery of the. Amended Bylaws the Secretary -Treasurer of the Corporation. Section 10.05 Oath. The Directors of the Corporation. shall take the following oath: 611, 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 furthennore solemnly swear (or affinn), that I have not directly nor indirectly paid, offered, or promised to pay, contributed, nor promised to con -tribute 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 11.01.1ndemnity. A. The Corporation shall defend, indemnify and hold its Directors and officers ha .less 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 indemnification clause is intended to cover only those acts or omissions that were made in good faith and without malicious or felonious intent. B. The Corporation. further agrees to indemnify, defend and hold the City of Paris, Texas, its elected officials, officers, and employees harmless from and against all claims and lawsuits for damages, injuries topersons (including death), property damages, including loss of use and expenses (including court costs and attorney's -f:bes) arising out of or resulting from the negligent acts or omissions or intentional. acts or omissions of the Corporation or its Directors, officers and employees. The Corporation shall. waive any and all claims it may have against the City, it's elected officials, officers and employees 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 of Paris, Texas, its officers, agents, and employees. BYLAWS -PARIS ECONOMIC DEVELOPYWNT CORPORATION Updated and Approved by the City Council on 6-22-2020 C. Nothing herein shall be construed or interpreted as a waiver of the affirmative defenses of sovereign immunity, governmental immunity, or official immunity as provided under Texas law. SECTION NII MISCELLANEOUS Section 12.01 Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation. Section 12.02 Gender Neutral, References herein to the masculine gender shall also refer to the feminine in all appropriate cases and vice versa. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated and Approved by the City Council on 6-22-2020 NW1Ar1'9K1 04- M!1 4. ' "jt-UW411U--1;METJ';G OF THE CITY OF PARIS, TEXAS June 22, 2020 107222402,1E, V ME USE M 1 1141 It ;W Lf gal klinfUllf 4A., Present: Mayor. Steve Clifford Council Members: Paula Portugal; Rem Stone; Derrick Hughes; Linda Knox; and Clayton Pilgrim city Staff.. (kayson Path, City Manager, (kne Anderson, Finance Director; Janice Ellis, City Clerk; Bob Hundley, Police Chief, Doug Harris, Public Utties Director, Carla Easton, City Engineer, and Clyde Crews, Fire Marshal 4 t4l' A rmrmr-jurr. M V, M 0 0 KQ V M-Mri 9 = M 41 UTT 2 ". 'M 'A;AWLIZ-JA�n I W (4 WflP WA 'M i WMIji" 4(iii , 0 1,4Q1210 7,44 1 M:" - by-YU nu '1TV14U-UADUAk MWV Mi�j LIMU InUaLL -IV &Tpjjr . _'� "V so desired. A Motion to move itern 27 up was it by Mayor Clifford, and seconded by Council Member Portugal. Motion carried, 6 ayes — 0 nays. The following applicants introduced themselves, stated where they resided, which board they were seeldng to serve on, and asked to be considered for appointment: Sandi Kear, Bill Strathern, Curtis Fendley, J1sh Bray, Cody Adams, Austin Anthony, Timothy Hernandez, June 22,2020 Pap 2 Darrell Hawkes, Tylesha, Ross, Jennifer Cull:um, Glee Emmite, David Taylor, Steve Hel1mann, Ken Kohls, Tanner Dobrovolsky, James O'Bryan, Richard Thompson, and Reeves Haytcr. Consent A ,e_nds ,L Mayor Clifford inquired of Council Members if they wished to pull any items from the consent agenda for discussion. Council M=ber Portugal asked that item 6d be pulled, citing that the Housing Authority minutes were incomplete. She said the minutes did not reflect who =eetmtug�p- there were no details. City Clerk Janice Ellis said she would send the minutes to the Housing Authority and ask that they be cornzted. Council Member Knox asked that the City Council minutes of June 2 be corrected to reflect she was not present at that meeting, Ms. Ellis said &he would correct them With the exception of item 6d and the City Council minutes of June 2, a Motion to approve the Con -sent Agenda was made by Mayor Clifford and seconded by Council Member Knox. Motion carried, 6 ayes — 0 nays. 5. Approve minutes from the meetings of June 2, 2020 and June 8, 2020. f. Receive reports and/or minutes from the following boar& and commission& EL Planning & Zoning Commission (54-2020) b. Main Street Advisory Board (5-12-2020) c. Historic Preservation Commission (3-11-2020 & 5-13-2020) d. Housing Authority (3-17-2020) c. Paris Economic Development Corporation (5-19-2020; 5-29-2020; 6-3-2020; 6-4- 2020; 6-5-2020; and 6-9-2020) 7. Receive May monthly fmancial report. 8. Receive May drainage report. 9. Receive demolition and code enforcement activity reports. 10. Approve the Final Plat of Lot 1, Block A of the Morrell Square Addition, LCAD Property ID 18290 and 18291, located in the 2800 Block of N.E. Loop 286. 11. Approve the Final Plat of Lots 14, Block A of the Four C's Addition, City Block 69, LCAD Property ID 402740 and 14628, located in the 600 Block of N.E. I e Street. 12. Approve RESOLUTION NO. 2020-024, A RESOLUTION BY THE CrI`Y COUNCIL OF THE CrI`Y OF PARIS, TEXAS, UPDATING THE DESIGNATED AUTHORIZED SIGNATORIES FOR CONTRACTUAL DOCUMENTS, ENVIRONMENTAL CERTInCATION, DATA ENTRY, AND APPROVAL PERTAINING TO THE TEXAS DEPARTNIENT OF HOUSING AND COMMUNITY AFFAIRS HOME PROGRAM RSP 2019-0013 June 22,2 Page t +► � t a t ', t :�w + s+ saa t' t r i " ! I '� � ! 1 ! 1 ' f "" • tll , City Engineer CN a Easton said the owner t o was proposing r combine the t k, into one, a order # a r home meeting the minimum requirumerits in the International Residential Code without fire -rated walls. Mayor Clifford opened the public hearing and asked t anyone t ►' about w t • come ♦ .Mt Planning g : Zoning Commissioner James! :r.at said this went very well at thew Cliffordtw 'two and 4 t ttt.«t t a" speaking, Mayor closed public hewing. t a Member ti this property was ia her district : (, no one on 1h." street in opposition to this zoning change. Motion 4 approve'm was made by Council`atta" Pilgrimand seconded by Council Portugal.Motion Ga.. 1 nays. tat t a, w* a :ate. to i".117N1� 1 3 Easton explained thist revision for lott under the existing Planned Development t! tg District. mayor Clifford opened the publichearing and for anyone wishing t ;teak about this 'tem, to pleasetY t forward.no one speaking, t t t closed the public hearing. w +: �nur rm 7u n 7e2 2 21 0 age Council Member Portugal stated that Dr. Hubmi had been resistant in being with his intentions with the PEDC since being on the board. She told Dr. Hashmi the PEDC pai this company $400,000 to do something they planned to do anyway, and that was not fiscall r 'ble or conservative. esponst Dr. Hashmi stated that the only phone call he made to the local person was after he sf with Chairman Hernandez and Mayor Clifford, and it was only to get in touch with executives. Dt Hashmi stated that he asked Mr. Hernandez if he should call the board first, b, di 14"11,1101WIN" I A IN is 104 He said he had every record of every phone conversation if anyone would like to see it. Mayor Cliffird stated that he hated to see divisim in the Councbut persomffly, he best intentions for Paris, as he served as the Mayor for five years. Council Member Hughes stated that them was nothing personal between him gamd Counj a Member Pilgrim, and even though they may disagm, that is why they have the dernnocrmacy voting. He said the Council has to work together to get through situations like this. # I tit i "1M• IF V Pq - 1 4 1• 1 0 •1. 4k - �'- 404 16. Discuss and possibly act on RESOLUTION NO. 2020-025: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS; AMENDING THE BYLAWS OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. City Manager Grayson Path informed City Council that Ms. Harris could not be at the meefing, but that he spoke to her and that she suggested that Council vote on each amendment separately. Mot "M[ IQ R—it M' 70—a a I *r-0 dom-"JAUI Next, City Council discussed the amendment reTfiring City Council approval prior to the corporation's bon -owing fiinds or incurring indebtedness. A Motion to approve this amendment R816'T. 7. V- ?, r TM W W 7M M6 June 22, 2020 Page 6 was made by Mayor Clifford and seconded by Council Member Portugal. Motion carried, 6 ayes — 0 nays. City Council also discussed removing dw provision that the City Attorney act as legal city attorney representing both the City Council and the PEDC. He add that the board voted unanimously to approve removal of this provision. Mayor Cliffird also said that the city attorney would be able to mist the PEDC with some routine matters. A Motion to approve this amendment was made by Council Member Pilgrim and seconded by Council Member Knox. Motion carried, 6 ayes — 0 nays. 17. Discuss and possibly act on RESOLUTION NO. 2020-026: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS; APPROVING A CERTIFICATE OF AMENDMEW TO THE ARTICLES OF INCORPORATION OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION TO INCREASE THE NUMBER OF DIRECTORS FROM FIVE (5) TO SEVEN (7). A Motion to approve this item was made by Mayor Clifford and seconded by Council Member Portugal. Motion carried, 6 ayes - 0 nays. 18. Discuss and act on ifsmic Development Cotporation's budget fbr FY 2020- 2021. PEDC Board Director Mahir Pankaj presented the budget to City Council and were fumtions from City Council, Mayor Clifford expressed concern that PEDC was bringi:nn' 9 as much money as they were expending. Council Member Knox inquired why airport mUn was removed from the budget. Mr. Pankaj said they were not against it and could add t1hat b in. Council Member Portugal said she hopes that the airport will be marketed. Council eamm Knox asked about the industry attraction videos. Mr. Pankaj said they plan to start those b up, and use social media. I A Motion to approve this item was made by Council Member Portugal and seconded by Council Member Hughes. Motion carried, 6 ayes — 0 nays. - 4 . DLL - 0 -,#1 t t I 1 1 # 0 1 q a -1 - *x..11 il i I I fl. 3 W�VH;a4w:141,Tj qt�z its$# Regular unci Meeting June 22,2020 Page A Motion to approve wmario one y was made by Council Member Pilgrim d sewndedby Council b Poftgol. Motion carried, ayes — 0 nays. Motion to approve this item y Council Member Hughes.d seconded by Couneil Member Pilgrhu. Motion cam,4 6 ay _ 0 nays. 21, Kc=ivc and disc rel m Onef Ifundley, mW, rding police call volume at loed hotels in the City ofPw`s, Texas, in relation to creating a safe Orme. Cbief dley reported that the Poli.ce depvtment had be= domg moTeseattrity checks, calls for samce wem do d the number of anvsts was about e same. He said he believed they were on the ngbt tmek, dft workiAg withmanagement at the local hotels and without the need of another or ar Announcement of Chief Bob Hundley's retirement and Assistant Chief Tuttle's assignment as interim Police Chief. City Manager Grayson Path announced that after forty five years of service, Chief Hun dley would be retiring on July 2. Chief Hundley said it had been a great honor and privilege serving the City of Paris. Nor. lath announced that Assistant Chief Randy Tuttle would be stepping up to serve as interim Police Chief. Mr. Path said he planned to start the process of permanently filling the position, once he had filled the positions of public works director and fire Chief 23. Discuss and act on the selection process for filling the vacant seat of City Council DistrLO r " t ti`" ! :.i �/ ! is • • a :.3 t !t • 0 + I! , M [ Ab i I vi • 1 O; June 22,2020 Page 8 process by which to fill the vacant position. She said the options were for Council to nominate and appoint a qualified person to fill the vacant position or to direct staff to announce the vacancy, accept applications, schedule a meeting to interview candidates and make a selectiom Council Member Knox favored the option of the procedure of announcing the vacancy and accepting applications, as did Council Member Pilgrim Council Member Pilgrim said they needed to have a deadline to accept applications to allow the City Clerk to process them. It was S consensus of City Council that the deadline be set for noon on Thursday, July 9. It was also a consensus of City Council that applications be received at their July 13 meefing, and they schedule a special meeting prior to their July 27 City Council meeting to intmview applicants. A Motion to approve the procedure set out by the City Clerk was made by Mayor Clifford and seconded by Council Members Knox and Pilgrim. Motion carried, 6 ayes — 0 n; is # nd make appointments to the various Boards and Commissions. Mayor Clifford reviewed the procedures City Council recently approved. He reiterated to I„# YN iii 11 441 r-11. #fAIN94 AR if #` v1 IT 3fi Sfli :11 #4 1 M Nis oil I 11,41 S June 22,2020 Page 9 26. Discuss and act on RESOLUTION NO. 2020-023: A RESOLUTION OF THE CrfY COUNCIL OF THE CITY OF PARIS, TEXAS, APPONTING MEMBERS TO FILL THREE REGULAR MEkIBERS E(PIRED TERMS IN ACCORDANCE WITH SECTION 16 OF THE CITY ZONING ORDINANCE AND THE C11'Y'S POLICIES AND PROCEDURES FOR STANDING BOARDS, COMMISSIONS, AND COMMITTEES; REAPPOINTING CHRIS FITZGERALD AND APPOINTING REEVES HAYTER AND KIM" WALKER TO SERVE AS REGULAR N[Eb.4BERS, FOR TWO YEAR TERMS AND APPOINTING JERRY HANING TO SERVE AS AN ALTERNATE MEl%4BER FOR A TWO YEAR TERM; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. June 22, 2020 Page 10 work sheets and gave them to Ms. Ellis to tally. Ms. Ellis announced the now members as follows: Chris Fitzgerald who had the most points, Reeves Hayter, Andra ne' Walker and Jerry :i I"' 01-7. Discuss and appoint City Council Members to serve as liaisons to the various Boards arp) Commissions. Council Members volunteered to serve as lWsons to the boards and commission, follows: Band Commission — Mayor Clifford Historic Preservation Commission — Council Member Knox Main Street Advisory Board — Council Member Portugal Paris Economic Development Corporation — Council Members Pilgrim and Stone Planning & Zoning Commission — Mayor Clifford Traffic Commission — Council Member Hughes Building & Standards Commission — Council Member Hughes A !ixkzus�m SUng Visitors & Convention Council — Council Member Portugal Love Civic Center - Ex -officio to the Board — Council Member Knox 28. Consider and approve future events for City Council and/or City Staff pursuant to Resolution No. 2004-081. There being no further business, a Motion to adjourn was made by Mayor Clifford and seconded by Council Members Pilgrim, Portugal and Knox. Motion carried, 6 ayes — 0 nays. Tte meeting was adjourned at 8:44 pm. �VE 01; Zee,, e. 7z... . . ..... S I MAYOR