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13-Motion to approve Amended Bylaws of the PEDCCITY COUNCIL AGENDA ITEM BRIEFING SHEET Submittal Date: Originating Department: Presented By: Agenda Item No.: 2/02/10 Council Date: Legal Kent McIlyar 13. 2/08/ 10 RECOMMENDED MOTION: Motion to approve Amended Bylaws of the Paris Economic Develop Corporation. POLICY ISSUE(S): The Boaid of the Paris Economic Development Corporation 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 attached Amended Bylaws and submitted them to City Council for final approval. We have included the changes City Council requested at the last meeting and other mulor changes which are highlighted in yellow. We have also added a new Section 12.02 which provides a Gender Neutral clause. BOARD/COMMISSION RECOMMENDATION: EXHIBITS: Draft Resolution and Revised PEDC Bylaws ACTION: BUDGET INFO: ❑ Financial Report ❑ Minute Order Expense $N/A ❑ Department Report Z Resolution Budgeted Amt. $N/A ❑ Presentation ❑ Ordinance yTD 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 Z Finance ❑ Fire ❑ Municipal Court Z Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities City of Paris Revised 2/04/08 ~ 000098 DRAFT Lattorney\reswork\current\PEDC Revised Bylaws 2010 OMOber 12, 2007 RESOLUTION N0. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS; APPROVING REVISED PARIS ECOIVOMIC DEVELOPMENT CORPORATION BYLAWS; MAKING OTHER FINDINGS AND PROVISIONS 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, Ciry Clerk APPROVED AS TO FORM: W. Kent McIlyar, Ciry Attorney - '0U00g~ 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 1S` 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 at 135 lst Street SE, 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 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 BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION - CU10,1lr~ 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 autharity 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, Texas. These five 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. 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 F.JU01°Il necessary to promote said new job creation. The Corporation 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 Board Chairman may designate one or more committees of Directors, each consisting of two or more Directors. The committees may be formed to study certain projects or proposals before the Board and to report their findings and/or recommendations back to the entire Board as directed by the Board Chairman. 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 term of 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 3 years) as necessary to ensure staggered terms on the Board. Section 4.06 Yacancies. Any vacancy occurring on the Board shall be filled by appointment by the City Council to the unexpired term of the vacated position. Section 4.07 Quorum. A majority of the voting members of the Board shall constitute a quorum. The act or vote of a majority of the voting 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. 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. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION 3 l! l.i ~ ~ 1 G. Section 4.10 Conflicts of Interest. In the event that a Director or Ex-Officio member is aware of a conflict of interest or potential conflict of interest, with an item on the Agenda, he may request to be excused from the board room while the matter is deliberated and voted on, and by vote of the Board will be so excused. , ^~nfli^* ~f k4°r°s* °°is*~. Any Director or Ex-Officio member may bring to the attention of the Board meeting any apparent conflict of interest or potential conflict of interest of any other Director or Ex-Officio member, in which case the Board shall determine whether a true conflict of interest exists before any deliberation or vote is taken s13all be regarding that particular matter. The Director or Ex-Officio member with the possible conflict of interest, shall refrain from deliberating or voting on the conflict of interest question. Th° T';Y°e+^-- as +o ,~,"o~n a q„°°+:^~ .,he+t, e.. +....s „f;,.+ e ; s+s 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 by four (4) members of the Board 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, when the judgment of the Board 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 by the City Council. Section 4.12 Board's Relationship with City. The Board on its own authority and in compliance with State law 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 by the Paris 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. 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 BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION a within the time frame required by the Board, the Board may seek these services through the use of outside consultants or contractors. 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 for the costs of such services provided. B. The City Attorney will serve as counsel to the Board as provided for in the City Charter unless there is a conflict of interest in which case the Board may 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 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 Community Room in The Depot Building, 1125 Bonham, Paris, Texas, unless otherwise determined by the Board Chairman. The 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 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. Section 5.04 Meeting Agenda. The Executive Director and Board Chairman shall be jointly responsible for the creation and posting of PEDC meeting agendas. 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 Chapter 551 of the Texas BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION M 0001: '3 Government Code, and shall contain information regarding the particular time, date, and location of the meeting and the Agenda to be considered. Section 5.06 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 5.07Attendance as Waiver. Attendance of Director at a meeting shall constitute a waiver of notice of such meeting. Section 5.08 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 a Chairman, Vice, 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. Section 6.02 Selection of Offcers. The offices of Chairman, Vice Chairman, and Secretary-Treasurer shall be by nomination and majority vote of the Board. The term of office of the Chairman, Vice 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 Chairman, Vice 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 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. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION 6 ~ E J (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. (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 Chairman shall have the following authority: (1) In the absence of the 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 Chairman. (2) Shall have joint signatory authority over operating accounts of the Paris Economic Development Corporation. (3) The Vice Chairman shall also perform other duties as from time to time may be assigned to him by the Chairman. 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. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION ~ ~ n~Ma " (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 along 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 endarse 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 depository bank designated by the City of Paris. (6) Whenever required by the Board, the Secretary-Treasurer (with the assistance of the Finance Director for the City of Paris, Texas,) shall render a statement of the Corporation's cash account; he/she shall enter regularly in the books of the Corporation a full and accurate account of the Corporation, and perform all acts incident to the position of Secretary- 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 City of Paris, Texas. (7) The Secretary-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 by the City of Paris. (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 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 Chairman or the Board. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION S - i) 0 Li 1,;,7 Section 6.05 Removal from Office. Any officer elected or appointed by the Board may be removed from office by 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 meetings but shall have no power to vote on matters before the Board and Ex-Officio Members may be excluded from certain executive sessions concerning personnel matters upon majority vote of the voting members of the Board. Their attendance shall be for the purpose of insuring that information about the meetings is accurately communicated to the organizations they represent. Section 6.07 Other Members. The Corporation may have no members; nevertheless, the Corporation may use the word "members" or "participants" to designate those persons 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 7.02 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 by the Board, he shall review and approve all expenditures within the approved budget. The Executive Director shall also strive to develop 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 necessary RFPs/RFQs for procurement of goods and services to support the organization's operations. The Executive Director shall be responsible for managing all PEDC support staff. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION 9 C. Economic Development Agreements The Executive Director shall work with the PEDC Board and other participating governmental entities and staff in negotiating 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 The Executive Director shall direct, develop and implement 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 the organization's public spokesperson and shall prepare and disseminate news releases when appropriate. He shall also serve as the organization's primary 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 City 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. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION io 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. A. As provided in Section VI above, the 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 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 Purchasing 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. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION ii - C je~'~.I u 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, 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 City Council of the City of Paris after review and comment by the City's bond counsel and financial advisor. 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 City 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 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 BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION ia ~ u0 0 1 or more. Quarterly reports will be due on the l Oth 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. 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, by 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 City Council amending said Bylaws and by delivery of the Amended Bylaws to the Secretary-Treasurer of the Corporation. 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 ar 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 BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION 13 - u 0 ll 1.I " Section 11.01 Indemnity. A. The Corporation shall defend, indemnify and hold its Directors and officers harmless from and against any loss, claim or damages asserted against such Director or officer, by action in court or otherwise, by 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 only those acts or omissions that were made in good faith and without malicious or felonious intent. 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 immunity, governmental immunity, or official immunity 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. Section 12.02 Gender NeutraL References herein to the masculine gender shall also refer to the feminine in a11 appropriate cases and vice versa. BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION 14 , This Page Intentionally Left Blank 0 0 0 l:: 11,