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2003-015-PEDCR PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2003-015 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION APPROVING AND ADOPTING BYLAWS FOR THE PARIS INDUSTRIAL PARK PROPERTY OWNERS ASSOCIATION; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Paris Economic Development Corporation (PEDC) has begun the process of completing a business park in Paris to be known as the Paris Industrial Park; and, WHEREAS, the PEDC deems it appropriate to adopt bylaws governing the property owners located within such business park; and, WHEREAS, the Bylaws for the Paris Industrial Park Property Owners Association, attached hereto as Exhibit A, should, in all things, be approved and adopted; NOW, THEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the Bylaws for the Paris Industrial Park Property Owners Association, attached hereto as Exhibit A, be, and the same are hereby, approved and adopted. Section 3. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 17th day of December, 2003. Don Wall, President ATTEST: Richard Severson, Secretary-Treasurer APPROVED AS TO FORM: Larry W. Schenk, City Attorney Bylaws of the Paris Industrial Park Property Owners Association ARTICLE I. Main Office 1. The main office of the Association shall be at 1125 Bonham Street, Paris, Texas. 2. The Association may also have offices at such other places both within and without the state of Texas as the Board of Directors may from time to time determine or the business of the Association may require. ARTICLE II. Membership, Voting, and Meetings 1. Members and voting rights. Every owner of a lot that is subject to assessment shall be a member of the Association. The Association shall have two classes of voting membership: Class A. Class A members shall be all Owners with the exception of the Declarant and shall be entitled to one vote for each Lot owned. When more than one person or entity holds an interest in any Lot, all such persons or entities shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot. Class B. The Class B member(s) shall be the Declarant and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted into Class A membership when the total votes outstanding in the Class A membership equal or exceed the total votes outstanding in the Class B membership. A lien holder or mortgagee, trustee under a deed of trust, or owner of any mineral right-of-way easement or similar interest, shall not, as such, be deemed to be the owner of record of the legal title of a portion of the subject property and shall not by any such interest owned or held or acquired by them be or become a member of Paris Industrial Park Property Owners Association. 2. Annual Meeting. An annual meeting of the members of the Association shall be held as called by the Board of Directors. A notice of the meeting, including the proposed agenda, shall be issued to all members via US mail in accordance with the Development Covenants of the Paris Industrial Park by the Secretary-Treasurer no less than 7 days and no more than 50 days before the meeting. At this meeting, the membership shall select the following officers: President, Vice-President, and Secretary-Treasurer. The three officers shall constitute the Board of Directors. In Paris Industrial Park Property Owners Association Bylaws EXHIBIT B Page 1 of 3 order for business to be conducted at a Membership Meeting, at least 51 % of the members must be represented and voting, either in person or by proxy. 3. Special Meetings. Special meetings of the membership may be called by the Board of Directors or by a simple majority by a notice in writing, including the proposed agenda, no less than 7 nor more than 50 days in advance of the meeting. ARTICLE III. Powers and Duties of the Board of Directors 1. Management. The business affairs and property of the Association shall be managed and controlled by the Board of Directors. The Board of Directors shall have the duty to maintain, operate, repair, and replace the common elements as described in the declaration of the Covenant, to administer the Operating Fund, if any, and to perform such other duties as shall be appropriate to the management of the subject property for the use, enjoyment and benefit of the members of the Association in accordance with the terms and provisions of the Declaration. The Board of Directors shall have the authority to contract and bind the Association, save and except as otherwise provided in the By-Laws. The Board of Directors are expressly given full powers (not inconsistent with these by-laws, the Declaration which is filed in the records of the County Clerk of Lamar County, Texas, and applicable provisions of law) to accomplish the foregoing purposes. 2. Authority. The Board of Directors shall have power to make rules for their own government and for the government of the Association; and to prescribe and enforce penalties for violations of the rules and by-laws of the Association, and to exercise such other powers as may be necessary or proper to attain the object of the Association. The Board of Directors shall have the authority to create committees and to specify the duties of any such committees so created. 3. Responsibility. The Board of Directors will cause to be kept a complete record and accounting of its acts and corporate affairs. It will present a summary thereof to the members at the annual meeting. These records will be accessible to members at any time upon special request. 4. Development Review Board. As specified in Section 2, Article IX in the Covenants, the Board of Directors shall appoint a development review board to act for the benefit of and protection of the members. ARTICLE IV. Officers 1. The officers of the Association shall consist of a President, a Vice-President, and a Secretary-Treasurer, each of whom shall be elected by the membership at its annual meeting. The Board of Directors shall have full authority to remove from office any officer of the Association by the vote of a majority of the members of the Paris Industrial Park Property Owners Association Bylaws Page 2 of 3 entire Association at any time; and the election of each officer of the Association shall be subject to such power of the Board of Di rectors. 2. The duties of the officers of the Association shall be as follows: a. The President shall be the chief executive officer for the Association. He shall preside at all meetings of the members and directors and shall be responsible for the carrying out of their decisions on the administration of the affairs of the Association. The President shall also execute contracts, conveyances, and other documents on behalf of the Association. b. In the absence of the President or when it is inconvenient for the President to act, the Vice-President shall perform the duties and exercise the powers of the President. At any time when the Vice- President is performing a duty or exercising a power of the President, any third party dealing with the Association may presume conclusively that the Vice-President was authorized to act in his place. The Vice-President shall serve as Chairman of the Environmental Management Committee. c. The Secretary-Treasurer shall issue notice of Directors' and members' meetings if so directed by the party calling the meeting, and shall be responsible for the corporate minutes and records. The Secretary-Treasurer shall also be responsible for the custody of Association funds and securities and the keeping of adequate books of accounts. The Secretary-Treasurer shall see that all monies due the Association are received, deposited and dispersed as directed by action of the Board. The Secretary-Treasurer shall prepare an annual statement of income and expenditures to be presented to the membership at the annual meeting. ARTICLE V. Amendments 1. These by-laws may be amended at any regular or special meeting of the membership by a vote of 2/3 of the members present or voting by proxy. ARTICLE VI. Operation This Association shall at all times be subject to and operated in conformity with the terms of the Development Covenants of the Paris Industrial Park recorded in the Real Property Records of Lamar County, Texas. Paris Industrial Park Property Owners Association Bylaws Page 3 of 3