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2020-026 - Corrected - Amendment to the PEDC Articles of IncorporationRESOLUTION 2020-026 CORRECTED A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, ADOPTING AND APPROVING AN AMENDMENT TO THE ARTICLES OF INCORPORATION, NOW REFERRED TO AS THE CERTIFICATE OF FORMATION, OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION TO INCREASE THE SIZE OF THE BOARD OF DIRECTORS FROM FIVE (5) MEMBERS TO SEVEN (7), MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the citizens of the City of Paris did at an election held on May 1, 1993, provide for the funding of a Type A economic development corporation by the passage of a one-fourth (1/4) of one percent (1%) sales and used tax to carry out industrial development programs; and WHEREAS, on July 12, 1993, by Resolution No. 93-076, the City Council of the City of Paris adopted the Articles of Incorporation of the Paris Economic Development Corporation which Articles were subsequently accepted for filing by the Secretary of State of the State of Texas, who issued a Certificate of Incorporation on July 19, 1993; and WHEREAS, in said Articles of Incorporation, the City Council set the number of directors constituting the Board of Directors at five (5); and WHEREAS, it has become desirable for the City to increase the number of directors sitting on the Board of Directors from five (5) directors to seven (7) directors; and WHEREAS, Texas Local Government Code Sec. 501.302 of the Development Corporation Act provides that the governing body of the authorizing unit of such a corporation may amend the corporation's certificate of formation at any time by adopting the amendment by resolution and delivering the certificate of amendment to the secretary of state; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the City Council of the City of Paris hereby adopts the Certificate of Amendment attached hereto as Exhibit A and incorporated herein by reference which Certificate of Amendment is in all things hereby approve. Section 3. That City Council directs the City Attorney to deliver said Certificate of Amendment to the Secretary of State's office for filing in accordance with the requirements as provided by law. Section 4. This resolution shall become effective upon passage. PASSED AND APPROVED THIS 22nd day of June, 2020. d Stev �r Cliffa i,d, ., Mayor ����•'�E CITYp ATTEST: o ice Ellis, City Clerk r e`° APPROVED AS TO FORM: .i Stephlanie H. Harris, City Attorney CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION OF PARIS ECONOMIC DEVELOPMENT CORPORATION The Articles of Incorporation (the "Articles") of the Paris Economic Development Corporation (the "Corporation"), SOS No. 1278651-01, were initially adopted and filed with the Texas Secretary of State on July 19, 1993 by the incorporators named therein, all qualified electors of the City of Paris, Texas, acting as incorporators of a public instrumentality and nonprofit development corporation under the Development Corporation Act of 1979, as amended, with the approval of the City Council of the City of Paris, Paris, Texas. The Corporation is governed by Chapter 504, "Type A Corporations," of the Texas Local Government Code, and the City of Paris, Paris, Texas, is the Corporation's authorizing and governing unit. Article 8, "Board of Directors," of the Articles, now referred to as the Certificate of Formation, was amended and adopted by the City Council of the City of Paris, Texas on June 22, 2020 pursuant to Texas Government Code Sec. 501.302 to increase the size of the Board of Directors of the Corporation from five (5) members to (7) members. Amendments Section 8, Board of Directors is deleted in its entirety, and is replaced with the following: ARTICLE 8 BOARD OF DIRECTORS The number of the directors constituting the Board of Directors of the Corporation is seven (7), appointed by the City Council of the City of Paris, Paris, Texas to serve three (3) year terms. The current members of the Board of Directors are: Name Add Shay Bills 2775 40th St. S.E., Paris, Texas 75462 6/30/2021 AJ Hashmi, MD 4510 FM 195, Paris, Texas 75462 6/30/2021 Mihir Pankaj 3055 Oak Creek Dr., Paris, Texas 75462 6/30/2022 Stephen A. Terrell 384 CR 42570, Paris, Texas 75462 6/30/2022 Josh Bray 8097 FM 195, Paris 75462 6/30/2023 Curtis Fendley 554 S. Church, Paris 75460 6/30/2023 Chase Coleman 203 Amherst Road, Paris, Texas 75462 6/30/2023 No other Amendments to the Certificate of Formation are made at this time. Statement of Approval This Certification of Amendment was hereby approved by the City Council of the City of Paris, Paris, Texas, the authorizing municipality of the Paris Economic Development Corporation, on June 22, 2020 by Resolution No. 2020-026 (Corrected). Effectiveness of Filing This document becomes effective when the document is filed by the secretary of state. Execution The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing of the instrument. Steven J. Clifford, M.D., Mayor ATTEST: Janice Ellis, City Clerk