21-Deliberate and act on a resolution approving the amendments of Paris Economic Development Corporation BylawsCITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date:
Originating Department:
Presented By:
Agenda Item No.:
O1/20/10
Council Date:
Legal
Kent McIlyar
21.
O1/25/10
RECOMMENDED MOTION:
Move to approve Amended Bylaws of the Paris Economic Develop Corporation as presented.
POLICY ISSUE(S):
Committee policies and procedures
The Board of the Paris Economic Development Corporation (PEDC) has been working with the City
Attorney and PEDC staff over the last six months to update and amend the PEDC Bylaws to better serve
the needs of the PEDC. On January 12, 2010, the PEDC Board approved, by supermajority vote, the
changes and submits them to City Council for final approval. The changes are noted by strikethroughs
(deletions) or underlining (additions).
BOARD/COMMISSION RECOMMENDATION:
PEDC recommends approval of changes to the Bylaws as presented.
EXHIBITS:
Draft Resolurion and Revised PEDC Bylaws
ACTION:
BUDGET INFO:
❑ Financial Report ❑ Minute Order
Expense
$N/A
❑ Department Report Z Resolution
gudgeted Amt.
$N/A
❑ Presentation ❑ Ordinance
y'I'D Actual
$N/A
❑ Public Hearing ❑ Other
Acct. Name
N/A
Acct. Number
N/A
FISCAL NOTES:
REVIEWED AND APPROVED BY:
❑ Administration ❑ City Clerk ❑ Community Development ❑ EMS/IT N Finance ❑ Fire
❑ Municipal Court Z Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities
City of Paris Revised 2/04/08
w 000241
DRAFT
f:attorney\reswork\current\PEDC Revised Bylaws 2010
October 12, 2007
RESOLUTION N0.
A RESOLUTIOIV OF THE CITY COU11iCIL OF THE CITY OF PARIS, TEXAS;
APPROVING REVISED PARIS ECONOMIC DEVELOPMENT CORPORATION
BYLAWS; MAKING OTHER FINDINGS A1VD PROVISIOIVS RELATED TO THE
SUBJECT; AND DECLARING AN EFFECTIVE DATE.
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 10.04 of the PEDC Bylaws provides for amendment of the Bylaws by
action of the PEDC Board and Paris City Council; and,
WHEREAS, on January 12, 2010, the Board of the Paris Economic Development Corporation
voted to amend their Bylaws as set forth in the document attached hereto as Exhibit "A"; and,
WHEREAS, it is deemed appropriate and in the best interest of the City of Paris and its
citizens that the Amended Bylaws of the Paris Economic Development Corporation be approved.
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. The Amended Bylaws of the Paris Economic Development Corporation
attached hereto and incorporated herein as Exhibit "A", be and the same are hereby approved.
Section 3. This resolution shall be effective immediately upon passage.
DULY PASSED AND APPROVED this 25th day of January, 2010.
Jesse James Freelen, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
Q,002.42
Ni: ;Idk 1:9) l'1' a) IZ:k FT (.lan. 6, ZQ)!
Recommended Changes by the PEDC Board 1/12/2010
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 135 lst Street SE, Paris, Texas
75460, and at such address is the Corporation, whose mailing address is P.O. Box 9037, Paris,
Texas 75461-9037.
Section 1.02 Principal Office. The principal office of the Corporation shall be located in
the City Hall of the 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.
ARTICLE III
MEMBERS
Section 3.01 Members. The Corporation shall have no members.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.01 Board. The business and affairs of the Corporation and all corporate
powers shall be exercised by or under authority of the Board, appointed by and serving at the
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION EXHIBIT A
- i~,06243
i
pleasure of the governing body of the City and subject to the applicable limitations imposed by
the Texas Non-Profit Corporation Act, the Texas Business Corporation Act, the Texas
Development Corporation Act of 1979, the Articles of Incorporation, and these Bylaws. The
Board may, by contract authorized by Board resolution, give general, limited or special power
and authority to Directors of the Corporation to transact the general business of the Corporation
or transact any special business of the Corporation, and may give powers of attorney to Directors
of the Corporation authorized by Board resolution to transact any special business requiring such
authorization.
Section 4.02 Number and Qualifications. The authorized number of Directors of this
Board shall be five (5).
The City shall appoint the Directors of the Corporation. Each Director shall be a bona
fide resident and shall reside within the corporate limits of the City of Paris.
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.
Section 4.03 General Duties of the Board. The Board is hereby required to perform the
following duties:
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 term goals which the board deems necessary to
accomplish compliance with its overall economic development plan. Such plan shall be
approved by the City.
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 ineeting 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
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
- ~~~24~i
necessary to promote said new job creation. The Corporation (p^t*i^^ ^f
i"°^ib'°' wi" 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
1 St of each year.
8. ' The > >
er-eise *he a„*h^-i*y ^f *h° B^^ra. The Board Pr-esiden Chairman may designate one
or more committees of Directors, each consisting of two or more Directors. The
committees may be formed to study certain proiects or proposals before the Board and to
report their findings and/or recommendations back to the entire Board as directed bv the
Board Chairman. ~r +he E°e^,,•:ve r,:~e^+^~
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 inrtia4 t ....s ef ~ ~ o n;,. o,.+,,,.~ s..~,.,~~w.. o +~,,.oo ~z~ ~ an
, > >
appointo,l 1.,, o.,,.L.o „f +l,o Tl;«o,.+„ sl,all ser-ve „toro +1,., /7\ vv~„,~~~.... ~o,,,,~;vo
ccrv7-
t2F3iiTr ie City sn"lr-upp^v?irc-thC'Dii@Et6I'-s-6f th2-CAi-pAr-ati6"•. TL,o .nl.o,- oF +L.o Tl;,.o..+.,,.s
' ..o ,...o
rL, 11 L,= - = !Gl` r`-'---' Af'+- +l,o ,,:-~;a1 -~o ~ F~ +1,o ,ro.. Tl' ~ertsl,.,ll so ~ « ~1,«00 !Zl .,o.,« s.
7i1'[._-- c>>. c~~c~cc cn~nrrccc ivr ~au~~ i ~ ~au
r,• +wa .~aa.w,. „a v • ~ a ~ ...J r•~.`Ji • ~ •_t T„~._J, The term of
D'ZI'-v .,..t.t.va.~..~~... + .._D_o...,.. _ ~ "
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 five. The City shall appoint the Directors at the first
City Council meeting in April of each year with all terms beginning on May 1 and ending on
April 30 of each year. The City. Council may appoint new members to the Board to a shorter
term (less than 3years) as necessary to ensure stagjZered terms on the Board
Section 4.06 Vacancies. Any vacancy occurring on the Board shall be filled by
appointment by the City Council to the unexpired term of the vacated position.
Section 9.07 Quorum. A majority of the ~ voting members of the Board shall
constitute a quorum. The act or vote of a majority of the appoinled and votinp, Directors present
at a 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.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORAT[ON
w i.iu v2.4j-
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 Conflicts of Interest. In the event that a Director is aware of a conflict of
interest or potential conflict of interest, he may request to be excused from the board room while
the matter is deliberated and by vote of the Board will be excused, or the Director shall bring the
same to the attention of the meeting and shall remove himself from the board room «"i*y G^u^^i'
Chafaber•s), unless the Board determines that no conflict of interest exists. Any Director may
bring to the attention of the meeting any apparent conflict of interest or potential conflict of
interest of any other Director, in which case the Board shall determine whether a true conflict of
interest exists before any vote shall be taken regarding that particular matter. The Director as to
whom a question of conflict of interest has been raised shall refrain from voting with regard to
the determination as to whether a true conflict exists.
Section. 4.11 Removal from Board. The Board may request that the City remove a
Director from the Board with the adoption of a resolution approved bv four (4) members of the
r~. -~n"'~o .,w...
Boardb +'wee fAhs .,:Y o~ ~ ~ L or the City may remove
a Director from the Board with an affirmative vote of five (5) or more members of the Paris City
Council,b *'wee fouAhs (2/4` •o*° of *h° C;+y'" G"„"";', when~ the judgment of the Boaxd 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 a Director shall be effective
immediately upon passage of the resolution bv the City Council.
Section 4.12 Board's Relationship with City. The Board on its own authority and in
L V {.11
compliance with State law ( f B"°"'''° \1
given „+hef;+-, ; ~rd~~~.u..,., ~ T~-~'~•_~~` may make commitments to expend funds
from the Corporation's undesignated fund balance as defined hereinafter in paragraph 8.11
without having to obtain City's approval prior to making said expenditures; however, the Board
shall have no authority to authorize tax abatement agreements without formal review and
approval of said agreement bv the Paris City Council. * ' _eqti:=e
,
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.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
4
w L0f?~2.4 6
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, *hrouRh 'h° C;+y f r^°° a++h° +;m° ^f
r-eqttest; the Board may seek these services through the use of outside consultants
or contractors. C:*., . „ ,;a° *h° s ° +;ri,oi., d,,.,,,,gh ,.,,,,s„it~nt
ntrae+ors
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 will reimburse the City administr-ative
a°„aAm°^*'s bua^°* for the costs of such services provided.
B. The City Attorney will serve as leal counsel to the Board as provided for in the
City Charter unless there is a conflict of interest in which case the Board mav
retain outside legal services. Any request for legal assistance identified by the
Board will be addressed with the advice and consultation of the City Attorney.
The City Attorney may a_ _ an assis'a^+ = pr4yate a't^ ser-ve ^
for- the i-7d =n engage outside legal services to assist the Board when it is
deemed necessary by him. The City Attorney, or his designee, will provide
assistance as requested by the Board, and City will be reimbursed for the cost of
providing the requested legal services.
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 Gh~
Community Room in The Depot Building, 1125 Bonham, Paris, Texas, unless otherwise
determined by the Board Chairman. Ci*y u^", D°r;°, T°°as. The Pr-esident 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
Pr-esiden 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.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
9 p 4 %
Section 5.04 Meeting Agenda. The Seefetafy • Executive Director and Board
Chairman shall be jointly responsible for the creation and posting of PEDC meeting agendas. at
C'. 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 meeting. The posting of agendas shall
conform 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 V°oen's ^n„o+a+°a
6252 17; et.-seq. Chapter 551 of the Texas Government Code, and shall contain
information regarding the particular time, date, and location of the meeting and the Agenda to be
considered.
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Section 5.0-76 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 5.087 Attendance as Waiver. Attendance of Director at a meeting shall
constitute a waiver of notice of such meeting.
Section 5.098 Attendance. Regular attendance of the Board meetings is required of all
Directors. Three (3) consecutive absences or other such irregular meeting attendance may be
considered as grounds for removal from the Board.
SECTION VI
OFFICERS
Section 6.01 Officers of the Corporation. The elected officers of the Corporation shall
be aPr-esiden Chairman, Vice Pr-eside~, Chairman 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-Profit Corporation
Act. th a f +t, ffiee as +i.v u,.,,,.a ,....a), f t; + t• aoto,..,.o n,,.,
y .,y
mer-e ef€'rEesmay be-held by the same per-son, e~ieept tho „ffi,.o „f n,.os;av.,t „a Sov«o+.,
bo hoi a b., +i,o s
0 0 „n.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
r~ ~
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Section 6.02 Selection of Officers. The ini*ia' Dr°sia°~* offices of Chairman, Vice
D°~~~'~4 Chairman, and Secretary-Treasurer shall be by nomination and majority vote of the
Board. .
, Viee Pr-esident, ,
ffem ameng :*s -„°-„b°rs ;ra:v;a„°'° *o ho'a ° ^h ^ffi^°. The term of office of the Pf-eside
Chairman, Vice Pr-esident Chairman, and Secretary-Treasurer shall always be for a period of one
(1) year from the date of selection by the Board, provided however, that the Pfeside Chairman,
Vice Pr-eside Chairman, and Secretary-Treasurer continue to serve until the election of their
successors.
Section 6.03 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 term of that office, in the same manner as other officers are elected.
Section 6.04 Officers' Authority and Duties.
A. The Pr-esident Chairman shall be the presiding officer of the Board with the
following authority:
(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.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
7
w 00024~
(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 Pr-esiden Chairman shall have the following authority:
(1) In the absence of the Pr-esiden 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 Pr-esidenn Chairman.
(2) Shall have joint si ng atory authoritv over operating accounts of the Paris
Economic Development Corporation.
(3) The Vice PfesiAeChairman shall also perform other duties as from time
to time may be assigned to him by the Pr-esideChairman.
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
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 alon 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 depositorv bank desi nag ted bv the Citv of Paris.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
000256
(6) Whenever required bv the Board, the Secretary-Treasurer (with the
assistance of the Finance Director for the Cit,y of Paris, Texas,) shall
render a statement of the Corporation's cash account; he/she shall enter
re ug larly in the books of the Corporation a full and accurate account of the
Corporation, and perform all acts incident to the position of Secretarv-
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 Citv of Paris. Texas.
(7) The Secretarv-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
bv the Citv of Paris. G:*-y's '-'°„^s:'^ry B^^,~
(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 Pr-esidefn
Chairman or the Board.
D. The Assistant Secretaries-Treasurers, if any, shall in general, perform such duties
as may be assigned to them by the Secretary-Treasurer, or by the Pr-eside
Chairman or the Board.
Section 6.05 Removal from Office. Any officer elected or appointed by the Board may
be removed from office bv an affirmative vote of no less than four (4) 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 meetinizs but shall have no nower to vote on matters before the Board and Ex-Officio
Members may be excluded from certain executive sessions concerning personnel inatters upon
majority vote of the voting members of the Board. sha'ot have --thc.:ef te-vete in the
^,°°+:ngs *h°y a**°^a. Their attendance shall be for the purpose of insuring that information
about the iiieetin~~s : is accurately communicated to the
organizations they represent.
Section 6.07 Other Members. The Corporation may have no members; nevertheless,
they Corporation may use the word "members" or "participants" to designate those persons
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
~ ~OPs 51i
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.
SECTION VII
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.
Section 7.0102 Executive Director Responsibilities.
A. Mission and Strategic Plan
The Executive Director oversees development, implementation, and 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.
B. Fiscal and Organizational Accountability
The Executive Director shall develop a balanced annual budget for review and approval
r,,,,..,.io.o., ao.,oi„p...,ont „f „ b,,l.,,,,.oa .,l b„udget ,oa by the Board, he shall and
review and approve all expenditures within the approved budget. The Executive Director
shall also strive to develo 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 necessarv Develeps RFPs/RFQs for procurement
of goods and services to support the organization's operations. The Executive Director
shall be responsible for managi ig N4anages all PEDC support staff.
~aets:
C. Economic Development Agreements
The Executive Director shall work with the PEDC Board and other participating
governmental entities and staff in ne ot~iating 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
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
io
5
The Executive Director shall direct, Dir-eets developffwnt and implementatienr-e€
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-as the organization's public spokesperson and shall prepare and disseminate
news releases when appropriate. He shall also serve as the is the organization's rip mary
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 Citv Council of the City of Paris.
SECTION VIII
FINANCIAL ADMINISTRATION
Section 8.01 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 June 30. In submitting the budget to the
City, the Board shall submit the budget on forms 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 information as
shall be useful to or appropriate for the Board and the City.
Section 8.04 Contracts.
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A. As provided in Section VI above, the Pr-esidenn Chairman, 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 instruments 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.
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 the Pr-esident Chairman and the Secretary-Treasurer and shall be issued
by the Director of Finance 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 Purchasircg. 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, A.4iec,-342A ~-z--JzkW&,
and in accordance with the Articles of Incorporation and these Bylaws.
Section 8.10 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 Citv Council of
the City of Paris after review and comment by the City's bond counsel and financial advisar.
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Section 8.11 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 8.12 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.
SECTION IX
BOOKS AND RECORDS
Section 9.01 Books and Records. The Seer-etafy-~'r-easufer- of 'h° C^p^r°*~^^ Citv
Finance Director shall keep correct and complete books and records for the Corporation in
accordance with Section 4.13 and Section 6.04C of these Bylaws.
Section 9.02 Inspections. 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 Op°n D°e^ra° 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
performed 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 10t' day of the month of January, April, July and
October.
SECTION X
CORPORATE SECURITY
Section 10.01 Seal. The seal of the Corporation shall be a star circled with the name of
the Corporation and Paris, Texas.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION 13
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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 10.03 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, bv 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.
The Bylaws of the Corporation may also be amended independently at any time by the
City Council by adopting a resolution supported by the affirmative vote of no less than five (5)
members of the Citv Council amending said Bylaws and by delivery of the Amended Bylaws to
the Secretary-Treasurer of the Corporation.
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Section 10.05 Oath.
The Directors of the Corporation shall take the following oath:
"I, , 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 furthermore solemnly swear (or affirm), that I have not directly nor
indirectly paid, offered, or promised to pay, contributed, nor promised to
contribute 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 XI
INDEMNITY
Section 11.01 Indemnity.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
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A. The Corparation shall defend, indemnify and hold its Directors and officers
harmless from and against any loss, claim or damages asserted against such
Director or officer, bv action in court or otherwise, bv 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 onlv those acts or omissions that were
made in good faith and without malicious or felonious intent.
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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 to persons (including death), property
damages, including loss of use and expenses (including court costs and attorney's
fees) 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.
C. Nothing herein shall be construed or interpreted as a waiver of the affirmative
defenses of sovereign immunitv governmental immunity, or official immunitv as
provided under Texas law.
SECTION XII
MISCELLANEOUS
Section 12.01 Relation to Articles of Incorporation. These Bylaws are subject to, and
governed by, the Articles of Incorporation.
BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION
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