22 - Amendments to TIRZ BylawsNo. 22
Memorandum
TO: Mayor, Mayor Pro Tem & City Council
Grayson Path, City Manager
FROM: Stephanie Harris, City Attorney
SUBJECT: Amendments to TIRZ Bylaws
DATE: March 27, 2023
BACKGROUND:
Please refer to Mr. Path's agenda memo on Item No. 21 for a comprehensive factual
background on the formation of the TIRZ. I will address amendments to the bylaws in this
memorandum.
In early 2020, Council considered adoption of the TIRZ bylaws previously approved by the TIRZ
board of directors and declined to approve them as written, instead directing several changes to be
made thereto. I have incorporated most of those changes. The changes I did not incorporate are
based on statute. You will find attached hereto both a redline version and a clean version for your
review.
STATUS OF ISSUE:
Item 1: Board of Directors:
Council disapproved of calling the TIRZ board a "board of directors," likely because the board is
advisory in nature. As my comment on the draft indicates, the board is referred to throughout the
authorizing statute, Chapter 311 of the Tax Code, as a "board of directors." See, e.g., Sec. 311.009
("Composition of Board of Directors"); Sec. 311.010 ("Powers and Duties of Board of Directors");
etc. Consequently, it is my opinion that our bylaws should track the state statute, as TIRZs are
statutory creatures and strictly regulated.
Item 2: Article III;, Section l , red ardin� term of office for chair„
Council had wanted to lengthen the term of the chair from one year as set forth in the original
bylaws; however, Sec. 311.009(f) provides that the "governing body of the municipality ... shall
appoint one member of the board to serve as chairman for a term of one year ..."
Item 3 Article III., Section l je,.Tardini4 titles and terms of office for officers.,
Council had made changes whereby it would be responsible for appointing officers from within
the pool of directors. Sec. 311.009(f) provides that while Council is to appoint the chair from the
ranks of the directors, "[tjhe board of directors may elect a vice-chairman to preside in the absence
of the chairman or when there is a vacancy in the office of chairman. The board may elect other
officers as it considers appropriate." '
OPTIONS:
1. Approve TIRZ bylaws as set forth in the attached.
2. Direct the city attorney to make additional changes and bring back for approval at a
subsequent meeting.
RECOMMENDATION: Move to approve the 2023 revisions to the TIRZ Board of Directors
Bylaws as written.
City of Paris
Paris Tax Increment Financing Reinvestment Zone No. 1 1WatA of
Jit °� �6�'° t��,a
BYLAWS
ARTICLE I
POWERS AND PURPOSE
Section 1. FinancingDevelo pment or Redevelo ment in the Zone. In order to implement
the purposes for which Tax Increment Financing Reinvestment Zone No. 11 One, City of Paris,
Texas (the "Zone") was formed, as set forth in Ordinance No. 2019-045, dated November 11 5,
2019, creating the Zone, the City of Paris, Texas (the "City") may issue obligations to finance all
or part of the cost of implementing the "project plan" for the Zone as defined in the Tax
Increment Financing Act of the Tax Code, Chapter 311, Vernon's Texas Codes Annotated (the
"Act"
Section 2. Books and Records: Approval of Programs and Financial Statements. The
Board of Directors shall keep correct and complete books and records of account and shall also
keep minutes of its proceedings and the proceedings of committees having any of the authority of
the Board of Directors. All books and records of the Zone may be inspected by any director or
his agent or attorney for any proper purpose at any reasonable time; and at all times the City
Council and the City �� +i �i�, �� l di r,��ito F ��rr� will have access to the books and records of the
Zone. The City Council must approve all programs and expenditures for the Zone and annually
review any financial statements of the Zone.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers Number, and Term of Office. The property and affairs of the Zone
shall be managed and controlled by the City Council based on the recommendations of the Board
of Directors of the Zone Board of Directors or "Board"),
subject to the restrictions imposed by law, the ordinance creating the Zone, and these
Bylaws. frrrr,r tiles (l��v,,lf rr, .,r®ai�� rP eie.�ru r,r� �a�u.( �. ii r,��&" I�wr'i sl """""44 Frit �r,r„
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The Board of Directors shall consist of five (5) directors appointed by the City Council of the
City� at � . ........ . . . . . . . . . . ... . . ... . . . 1,,4,,! .. . .... . . . . . . .
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TkB,_s( (_1 (,4!!�,, first Board of Directors shall serve for an initial term ending December 31,
............ ........ ..
2021 or until his or her successor is appointed.
31, 2022, Subsequent directors shall be appointed by the
.
and shall serve for two (2) year terms beginning January 1,
.. . . . . . .
2022 or until their successors are appointed by the respective governing bodies.
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Any director may be removed from office by the City Council for cause deemed by the City
Council as sufficient for their removal in the interest of the public . ........... vm,) fj� J
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In the event of a vacancy caused by the resignation, death, or removal for any reason, of a
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director, the
shall be responsible for filling the vacancy.
Section 2. Meetinvs of Directors. The directors shall hold their meetings within a public
building in the City as the Board of Directors may from time to time determine.
Section 3. Regular and Special Meetings. Regular and Special Meetings of the Board of
Directors shall be held at such times and places as shall be designated, from time to time, by the
Board of Directors. All meetings of the Board shall be of a public nature unless pertaining to
matters of land purchase, security, personnel, or strictly legal matters_,,,,.i,,s q �y Hre,
f[Id",flH "%,4' Notice of all regular and special meetings of the Board and any
committees thereof shall be posted in accordance with the provisions of Chapter 551, Texas
Government Code. There shall be at least one Regular Meeting held each year for review and
approval of the Annual Report.
Section 4. Emergency Meetings. Emergency Meetings of the Board of Directors shall be
held whenever called by the chair, by the secretary, by a majority of the directors then in office or
upon advice of or request by the City Council. The secretary shall give notice to each director of
each Emergency Meeting. Notice of all Emergency Meetings shall state the purpose, which shall
be the only business conducted and shall be subject to the requirements of 'rJ
. .. ..... . ...............
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Section 5. Quoruni. A majority three (3) of the five (5) directors holding current
appointments shall constitute a quorum for the consideration of matters pertaining to the
purposes of the Zone. The act of a majority of the directors present at a meeting at which a
quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a
greater number is required by law.
Section 6. Conduct of Business. At the meetings of the Board of Directors, matters
pertaining to the purposes of the Zone shall be considered in such order as from time to time the
Board of Directors may determine.
At all meetings of the Board of Directors, the chair shall preside and in the absence of the chair,
the vice chair shall exercise the power of the chair.
The secretary of the Board of Directors shall act as secretary of all meetings of the Board of
Directors, but in the absence of the secretary, the presiding officer may appoint any person to act
as secretary of the meeting. City staff shall provide notice of meetings and prepare meeting
agendas.
Within five days f „� ?E i M; �.f �1 r�, r. E,,� ' f each Regular, Special and Emergency
meeting, a copy of the p ro '[ minutes of the meeting shall be submitted to the City (_Jerk
Section 7. Compensation of Directors. Directors as such shall not receive any salary or
compensation for their services, except that they shall be reimbursed for their actual reasonable
expenses incurred in the performance of their duties hereunder.
Section 8. Attendance. Board members shall make every effort to attend all Regular, Special
and Emergency meetings of the Board and/or Committees „rr
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ARTICLE III
OFFICERS
Section 1. Titles and Term of Office. The officers of the Zone shall consist of a [sx2]chair,
a vice chair, a secretary, and such other officers as the Board of Directors may from time to time
elect or appoint; provided however that the City Council shall, on an annual basis, appoint the
chair whose term shall end on December 31 of each year. One person may hold more than one
office, except that the chair shall not hold the office of secretary. Terms of office for officers,
other than the chair, shall not exceed two years a tri � '111rI f f r ti oljiier r l � i ii, u ,ia,o, , e
r
All officers[sx3], other than the chair, shall be subject to removal from office, with or without
cause, at any time by a vote of a majority of the entire Board of Directors.
A vacancy in the office of any officer, other than the chair[sx4], shall be filled by a vote of a
majority of the directors.
Section 2. Powers and Duties of the Chair. The chair shall be the chief executive officer of
the Board of Directors and, subject to the approval of the City Council, he/she shall be in general
charge of the properties and affairs of the Zone and shall preside at all meetings of the Board of
Directors.
Section 3. Vice Chair. The Vice chair shall be a member of the Board of Directors, shall
have such powers and duties as may be assigned to him by the Board of Directors and shall
exercise the powers of the chair during that officer's absence or inability to act. Any action taken
by the vice chair in the performance of the duties of the chair shall be conclusive evidence of the
absence or inability to act of the chair at the time such action was taken.
Section 4. Secretary. The secretary shall keep the minutes of all meetings of the Board of
Directors in books provided for the purpose, he/she shall have charge of such books, records,
documents and instruments as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection, and he/she shall in general perform all duties incident to
the office of secretary subject to the control of the City Council and the Board of Directors. The
function of Secretary may be performed by City Staff.
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Section Staff. Staff functions for the Board of Directors may be performed by the City
Manager or his designee.
ARTICLE IV
PROVISIONS REGARDING BYLAWS
Section 1. Effective Date. These Bylaws shall become effective only upon the occurrence of
the following events:
(1) The adoption of these Bylaws by the Board of Directors, and
(2) The approval of these Bylaws by the City Council.
Section 2. Amendments to Bylaws. These Bylaws may be amended by majority vote of the
Board of Directors, provided that the Board of Directors files with the City Council a written
application requesting that the City Council approve such amendment to the Bylaws, specifying
in such application, the amendment or amendments proposed to be made. If the City Council by
appropriate resolution finds and determines that it is advisable that the proposed amendment be
made, authorizes the same to be made and approves the form of the proposed amendment, the
Board of Directors shall proceed to amend the Bylaws.
After consultation with the Board of Directors, the Bylaws may also be amended at any time by
the City Council by adopting an amendment to the Bylaws by resolution of the City Council and
delivering the Bylaws to the secretary of the Board of Directors.
Section 3. Interpretation of Blaws. These Bylaws and all the terms and provisions hereof
shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to
any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase,
clause, sentence, paragraph, section or other part of these Bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE V
GENERAL PROVISIONS
Section 1. Notice and Waiver of Notice. Unless otherwise required by State Law,
whenever any notice whatsoever is required to be given under the provision of these Bylaws, said
notice shall be deemed to be sufficient if given by depositing the same in a post office box in a
sealed postpaid wrapper addressed to the person entitled hereto at his post office address, as it
appears on the books of the Zone, and such notice shall be deemed to have been given on the day
of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purposes of objecting to the
transaction of any business on the grounds that the meeting is not lawfully called or convened. A
waiver of notice in writing signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 2. Regi mations. Any director or officer may resign at any time. Such resignation
shall be made in writing and shall take effect at the time specified therein, or, if no time be
specified, at the time of its receipt by the City Council. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the resignation.
Section 3. A 3, proval oDlaton of Power b, the(
CCouncil. To the extent that these
Bylaws refer to any approval by the City, such approval of delegation shall be evidenced by a
certified copy of an ordinance, or resolution (if permissible), duly adopted by the City Council.
Approved by the TIRZ Board of Directors on the _ day of
Approved by the Paris City Council on the i day of
City of Paris
Paris Tax Increment Financing Reinvestment Zone No. 1 Board of
Directors
BYLAWS
ARTICLE I
POWERS AND PURPOSE
Section 1. Financia Development or Redevelo went in the Zone. In order to implement
the purposes for which Tax Increment Financing Reinvestment Zone No. 1, City of Paris, Texas
(the "Zone") was formed, as set forth in Ordinance No. 2019-045, dated November 11, 2019,
creating the Zone, the City of Paris, Texas (the "City") may issue obligations to finance all or
part of the cost of implementing the "project plan" for the Zone as defined in the Tax Increment
Financing Act of the Tax Code, Chapter 311, Vernon's Texas Codes Annotated (the "Act").
Section 2. Books and Records: Aroval of Pro rams and Financial Statements. The
Board of Directors shall keep correct and complete books and records of account and shall also
keep minutes of its proceedings and the proceedings of committees having any of the authority of
the Board of Directors. All books and records of the Zone may be inspected by any director or
his agent or attorney for any proper purpose at any reasonable time; and at all times the City
Council and the City Finance Director will have access to the books and records of the Zone.
The City Council must approve all programs and expenditures for the Zone and annually review
any financial statements of the Zone.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers Number, and Term of Office. The property and affairs of the Zone
shall be managed and controlled by the City Council based on the recommendations of the Board
of Directors of the Zone ("Board of Directors" or "Board"), which shall function in an advisory
capacity subject to the restrictions imposed by law, the ordinance creating the Zone, and these
Bylaws.
The Board of Directors shall consist of five (5) directors appointed by the City Council of the
City. Its membership shall include two staff directors employed by the City of Paris and three
non -staff directors. Three directors of first Board of Directors shall serve for an initial term
ending December 31, 2021 or until his or her successor is appointed. The remaining two
directors shall serve an initial term ending December 31, 2022. Subsequent directors shall be
appointed by the City Council, and shall serve for two (2) year terms beginning January 1, 2022
or until their successors are appointed by the respective governing bodies. Directors may serve
up to three (3) two (2) year terms, except that the two directors serving an initial three (3) year
term may serve their initial three year term and up to two (2) additional two (2) year terms.
Any director may be removed from office by the City Council for cause deemed by the City
Council as sufficient for their removal in the interest of the public. In the event of a vacancy
caused by the resignation, death, or removal for any reason, of a director, the City Council shall
be responsible for filling the vacancy.
Section 2. Meetings of Directors. The directors shall hold their meetings within a public
building in the City as the Board of Directors may from time to time determine.
Section 3. Re alar and S ecial Meetings. Regular and Special Meetings of the Board of
Directors shall be held at such times and places as shall be designated, from time to time, by the
Board of Directors. All meetings of the Board shall be of a public nature unless pertaining to
matters of land purchase, security, personnel, or strictly legal matters as allowed by the Texas
Public Meetings Act. Notice of all regular and special meetings of the Board and any
committees thereof shall be posted in accordance with the provisions of Chapter 551, Texas
Government Code. There shall be at least one Regular Meeting held each year for review and
approval of the Annual Report.
Section 4. Emer *enc , Meetin �s. Emergency Meetings of the Board of Directors shall be
held whenever called by the chair, by the secretary, by a majority of the directors then in office or
upon advice of or request by the City Council. The secretary shall give notice to each director of
each Emergency Meeting. Notice of all Emergency Meetings shall state the purpose, which shall
be the only business conducted and shall be subject to the requirements of the Texas Open
Meetings Act, Chapter 551, Texas Government Code.
Section 5. Quorum.
A majority three (3) of the five (5) directors holding current
appointments shall constitute a quorum for the consideration of matters pertaining to the
purposes of the Zone. The act of a majority of the directors present at a meeting at which a
quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a
greater number is required by law.
Section 6. Conduct of Business. At the meetings of the Board of Directors, matters
pertaining to the purposes of the Zone shall be considered in such order as from time to time the
Board of Directors may determine.
At all meetings of the Board of Directors, the chair shall preside and in the absence of the chair,
the vice chair shall exercise the power of the chair.
The secretary of the Board of Directors shall act as secretary of all meetings of the Board of
Directors, but in the absence of the secretary, the presiding officer may appoint any person to act
as secretary of the meeting. City staff shall provide notice of meetings and prepare meeting
agendas.
Within five days of approving the minutes of each Regular, Special and Emergency meeting, a
copy of the approved minutes of the meeting shall be submitted to the City Clerk.
Section 7. Compensation of Directors. Directors as such shall not receive any salary or
compensation for their services, except that they shall be reimbursed for their actual reasonable
expenses incurred in the performance of their duties hereunder.
Section 8. Attendance. Board members shall make every effort to attend all Regular, Special
and Emergency meetings of the Board and/or Committees and in any event, must attend a
minimum of seventy-five percent (75%) of all such meetings. The City Council may replace a
City appointee of the Board for failing to attend the requisite number of meetings.
Section 9. Ethics. Directors shall be subject to the Code of Ethics and Conduct for City Council,
Employees, Boards, Commissions and Committees set forth in the City of Paris, Texas Code of
Ordinances in Chapter 2, Article IX. Directors shall also be subject to the City's Policies and
Procedures for Standing Boards, Commissions, and Committees, except where such policies and
procedures conflict with these bylaws or with Chapter 311 of the Texas Tax Code.
ARTICLE III
OFFICERS
Section 1. Titles and Term of Office. The officers of the Zone shall consist of a chair, a
vice chair, a secretary, and such other officers as the Board of Directors may from time to time
elect or appoint; provided however that the City Council shall, on an annual basis, appoint the
chair whose term shall end on December 31 of each year. One person may hold more than one
office, except that the chair shall not hold the office of secretary. Terms of office for officers,
other than the chair, shall not exceed two years, but an officer, other than chair, may serve up to
three (3) two (2) year terms.
All officers, other than the chair, shall be subject to removal from office, with or without cause,
at any time by a vote of a majority of the entire Board of Directors.
A vacancy in the office of any officer, other than the chair, shall be filled by a vote of a majority
of the directors.
Section 2. Powers and Duties of the Chair. The chair shall be the chief executive officer of
the Board of Directors and, subject to the approval of the City Council, he/she shall be in general
charge of the properties and affairs of the Zone and shall preside at all meetings of the Board of
Directors.
Section 3. Vice Chair. The Vice chair shall be a member of the Board of Directors, shall
have such powers and duties as may be assigned to him by the Board of Directors and shall
exercise the powers of the chair during that officer's absence or inability to act. Any action taken
by the vice chair in the performance of the duties of the chair shall be conclusive evidence of the
absence or inability to act of the chair at the time such action was taken.
Section 4. Secretary. The secretary shall keep the minutes of all meetings of the Board of
Directors in books provided for the purpose, he/she shall have charge of such books, records,
documents and instruments as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection, and he/she shall in general perform all duties incident to
the office of secretary subject to the control of the City Council and the Board of Directors. The
function of Secretary may be performed by City Staff.
Section 5. Staff. Staff functions for the Board of Directors may be performed by the City
Manager or his designee.
ARTICLE IV
PROVISIONS REGARDING BYLAWS
Section 1. Effective Date. These Bylaws shall become effective only upon the occurrence of
the following events:
(1) The adoption of these Bylaws by the Board of Directors, and
(2) The approval of these Bylaws by the City Council.
Section 2. Amendments to Bylaws. These Bylaws may be amended by majority vote of the
Board of Directors, provided that the Board of Directors files with the City Council a written
application requesting that the City Council approve such amendment to the Bylaws, specifying
in such application, the amendment or amendments proposed to be made. If the City Council by
appropriate resolution finds and determines that it is advisable that the proposed amendment be
made, authorizes the same to be made and approves the form of the proposed amendment, the
Board of Directors shall proceed to amend the Bylaws.
After consultation with the Board of Directors, the Bylaws may also be amended at any time by
the City Council by adopting an amendment to the Bylaws by resolution of the City Council and
delivering the Bylaws to the secretary of the Board of Directors.
Section 3. Interretation of B laws. These Bylaws and all the terms and provisions hereof
shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to
any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase,
clause, sentence, paragraph, section or other part of these Bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE V
GENERAL PROVISIONS
Section 1. Notice and Waiver of Notice. Unless otherwise required by State Law,
whenever any notice whatsoever is required to be given under the provision of these Bylaws, said
notice shall be deemed to be sufficient if given by depositing the same in a post office box in a
sealed postpaid wrapper addressed to the person entitled hereto at his post office address, as it
appears on the books of the Zone, and such notice shall be deemed to have been given on the day
of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purposes of objecting to the
transaction of any business on the grounds that the meeting is not lawfully called or convened. A
waiver of notice in writing signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 2. Resignations. Any director or officer may resign at any time. Such resignation
shall be made in writing and shall take effect at the time specified therein, or, if no time be
specified, at the time of its receipt by the City Council. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the resignation.
Section 3. Approval or Delegation of Power b the Cit Council. To the extent that these
Bylaws refer to any approval by the City, such approval of delegation shall be evidenced by a
certified copy of an ordinance, or resolution (if permissible), duly adopted by the City Council.
Approved by the TIRZ Board of Directors on the — day of
Approved by the Paris City Council on the ® day of