15 & 16 - Proposed Amendments to the PEDC Bylaws and possible appointment of two members to the PEDC BoardItem Nos. 15 & 16
TO: Mayor & City Council
Grayson Path, City Manager
FROM: Stephanie Harris, City Attorney
SUBJECT: PROPOSED AMENDMENTS TO PEDC BYLAWS AND POSSIBLE
APPOINTMENT OF TWO MEMBERS TO THE PEDC BOARD OF
DIRECTORS
DATE: August 6, 2020
BACKGROUND: Briefly, Council, at its last meeting on July 27th, failed to pass an amendment
to increase the board of directors of the PEDC from 5 directors to 7, with one seat to be filled by
a sitting Council member nominated by the PEDC Board subject to the approval of Council. The
amendment having failed, the bylaws currently provide that the board of directors comprises 5
directors. Council Member Pilgrim has asked that an item be placed on the agenda to consider an
amendment to increase the number of directors from 5 to 7. Mayor Clifford has asked that an item
be placed on the agenda extending the requirement that the board seek and obtain Council approval
for expenditures of over $400,000.00 from the corporation's undesignated fund balance to also
include an offer of anything over the value of $400,000.00 including but not limited to land, other
in kind assets, and, if the same is allowed by law, the extension of the corporation's credit to any
entity or person.
STATUS OF ISSUE: The proposed amendments are as follows:
" Section 4.02 Number and Qualifications. The authorized number of Directors of this
Board shall be five (5) seven 7m.
"The City shall appoint the Directors of the Corporation. Each Director shall be a bona
fide resident and shall reside within Lamar County, Texas. These five seven 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.
"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."
And:
"Section 4.12 Board's Relationship with City. The Board on its own authority and in
compliance with State law may make commitments to pp to a maximum value of $400.000.00 on
i .- sfollows: to
anw one„froect without ha vine tobta
onrii or aNroval from the Paris CiteCounci as o ows
expenditures of funds from the Corporation's undesignated fund balance as defined in Section 8.11
of these Bylaws ,
approvalfrom the Par -is Cit Geuneih,, and/or grants of any .other assets including but not limited
to land other in kind assets, and/or. to the extent same may be allowable by, law, the extension of
the Co
i.poration's credit to_ an , ntit ,wor person. -hoover Notwithstanding the fore oin p, 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.
"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.”
BUDGET: N/A
RECOMMENDATION: Consider and possibly approve the amendments to the PEDC bylaws set
forth above. Any amendment to these bylaws requires five affirmative votes to pass. In the
event that Council amends the bylaws to increase the number of directors to 7, Council will
need to appoint 2 new directors. I would recommend that the first appointment be Chase
Coleman, whose original appointment to a two-year term was ineffective when Council failed to
pass the original amendment. Council should consider whether the second director should be
appointed to a two-year or a three-year term.
Item No. 15
COUNCIL MEMBER AGENDA ITEM REQUEST
Please complete this form to have an item placed on the agenda for the Council's consideration.
The deadline for requesting an item on an agenda will be the Wednesday before the council
meeting takes place. This time is necessary so that staff can research the matter and
prepare/review an ordinance, resolution, or other document such as a contract. In order for your
fellow Council Members to fully understand your item, have productive discussion, ensure
efficient council meetings, and for staff to be able to assist you as completely as possible, it is
important that you describe the item with as much detail as possible and include any supporting
documentation so that it may be included in the Council's meeting packets. Please return this
completed form to the City Manager's office or the City Clerk's office.
Council member making request:
❑ Renae Stone ❑ Linda Knox
❑ Derrick Hughes ® Clayton Pilgrim
❑ Gary Savage ❑ Paula Portugal
❑ Steve Clifford
Description of Item:. DiscussandPossibly° act on amending the B °lawsm of the Paris
Economic Development Cor oration to increase the mnumber wof Directors from five 5 m�
seven
Are additional sheets or supporting materials attached? ❑ Yes ® No
I request that this item be placed on the agenda for the:
® City Council meeting on this date:, August 10, 2020
❑ Sometime in the next 2 meetings
❑ No specific time in mind — just keep it on a list of pending issues
Signature: s/Clayton Pilm _ _.. _mmm ._ _ Date: 87572020
City of Paris Revised 07/28/2020
Item No. 15
COUNCIL MEMBER AGENDA ITEM REQUEST
Please complete this form to have an item placed on the agenda for the Council's consideration.
The deadline for requesting an item on an agenda will be the Wednesday before the council
meeting takes place. This time is necessary so that staff can research the matter and
prepare/review an ordinance, resolution, or other document such as a contract. In order for your
fellow Council Members to fully understand your item, have productive discussion, ensure
efficient council meetings, and for staff to be able to assist you as completely as possible, it is
important that you describe the item with as much detail as possible and include any supporting
documentation so that it may be included in the Council's meeting packets. Please return this
completed form to the City Manager's office or the City Clerk's office.
Council member making request:
❑ Renae Stone ❑ Linda Knox
❑ Derrick Hughes ❑ Clayton Pilgrim
❑ Gary Savage ❑ Paula Portugal
® Steve Clifford
Description of Item: Discussm and )ossibl ° act on amending the Bylaws mmofwthe Paris �m
Economic Develo ment Co: - :oration: Sec. 4.02 to increase the number of Directors from
five5t5to seven ITandwwSec. 4.12 to specify, that the requirement that the Board obtain Council
aroval for an; exenditure over $400,000.00 on a project that extends not only to funds from
theCor oration's undesi rated fund balance but to_aAy obligation of any assetorthing; valued
over $400,000.00, includinabut not limited to land, other inkindassets, and to the extent
allowed by law, if anthe extension..of the wCoa~lioration's credit to another entity or person.
Are additional sheets or supporting materials attached? ❑ Yes ® No
I request that this item be placed on the agenda for the:
® City Council meeting on this date: Au, qst 10, 2020
❑ Sometime in the next 2 meetings
❑ No specific time in mind — just keep it on a list of pending issues
Signature: s/Steyem Clifford Date: 8-5-2020 ............._�_.�...�_�m
City of Paris Revised 07/28/2020