PAEDC By-Laws

SECTION 1.   Principal Office. The principal office for the transaction of the business of the corporation shall be at 619 S. Main St., Pratt, Kansas.   The corporation, by resolution of its Board of Directors, may change the location of its principal office to any other place in the State of Kansas.

SECTION 2.     Other Offices.  Branch or subordinate offices may at any time be established by the Board of Directors at any place or places in the State of Kansas.

SECTION 3. The purpose of the Pratt Area Economic Development Corporation (PAEDC) is to promote and facilitate economic development in Pratt County.  All resources and effort of PAEDC shall be focused on growing the Pratt County economy. All resources invested by PAEDC shall be made in accordance with established policies and will take into consideration the economic return on investment of such resources.  This return shall be measured by job creation, capital investment, and improving the amenities of Pratt County to further facilitate economic development.

SECTION 1.   The Board of Directors of the Pratt Area Economic Development Corporation shall be appointed by the Pratt City Commission, the Pratt County Commission, and the Pratt Area Chamber of Commerce. The Pratt City Commission and Pratt  County Commission will each appoint two members and the Pratt Area Chamber of Commerce will appoint one member, who shall be a business member of the Pratt Area Chamber of Commerce, for a total of five members. Membership rules may be changed only by the consent of all three entities.

SECTION 2.         The entity which appointed  a director may remove that director from the Board  of Directors at any time, with or without cause. Said entity shall appoint a new director within 30 days to fill the remainder of the existing term.

SECTION 3.     The terms of office for Directors shall be for a period of three (3) years. Directors may be eligible for re-appointment for an additional three year term. No director shall be eligible for re-appointment after serving two consecutive terms and no director shall serve more than seven consecutive years.

SECTION 4.       No  compensation  shall be paid  to any member of  the Board of Directors for their services on the Board of Directors and no member of the Board of Directors  may serve as a paid employee unless authorized by a resolution of the Board of Directors.

SECTION 5. Ex-Officio Members. The Pratt City Manager, the Pratt County Commissioner appointed as the economic development liaison by the majority of the Pratt County Commission, and the Pratt Area Chamber of Commerce Executive Director shall serve as Ex-Officio members.  When an Economic Development Director is hired by the City of Pratt and/or Pratt County they shall also serve as an ex-officio member of the Board of Directors. These members shall not have a vote, may not hold an office, but are entitled to the same meeting notice and discussion rights of the Board of Director Members.

SECTION 6. Conflict of Interest.  All Board of Directors and Ex-Officio members shall complete statements of substantial interests and sign the conflict of interest policy annually.  These statements shall be kept on file and available for inspection upon request. All members of the Board of Directors and Ex-Officio members shall act in accordance with the PAEDC conflict of interest policy.

SECTION 1.   Annual Meeting. The annual meeting of the members shall be held on the second Wednesday of January in each year.  If the day fixed for the annual meeting is a legal holiday or if it is impossible to meet on such date, such meeting shall be held on the next regular business day when the majority of the members are available. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members. The Board of Directors shall provide, by resolution, the time and place for the holding of regular Board of Directors meetings.

SECTION 2.   Notice of Annual Meeting. Written notice stating the date, time and place of the annual meeting shall be given at least seven days before the meeting, by regular mail, and by email, to each member entitled to vote at such meeting. The notice of such meeting shall be provided via email to all Ex-Officio members and to any newspaper and radio station in the county and posted on the city and county websites.  Such notice shall be deemed to be delivered when deposited in the U.S. Mail, emailed, and posted accordingly.

SECTION 3.    Regular Meetings.   Regular meetings shall be held on the second Wednesday of each month, unless otherwise directed by the President and properly noticed as described in Article III, Section 2.

SECTION 4.   Special Meetings.  Special meetings of the Board of Directors may be called by the President or any other two directors.

SECTION 5.   Notice of Special Meetings.  Notice of any special meeting shall be provided least three days prior to the meeting. Notice shall be provided via email to each member entitled to vote at such meeting and all ex-officio members. The notice of such meeting shall also be emailed to any newspaper and radio station in the county and posted on the city and county websites.  Such notice shall be deemed to be delivered when emailed and posted accordingly.

SECTION 6.   Place of Meetings. The Board of Directors may designate any place within Pratt County, Kansas, as the meeting place for any annual, regular, or special meetings of the Board of Directors.

SECTION 7.   Voting.  Only Directors may vote.  Each director shall have one (1) vote which may be exercised in person or via conference call or similar voice communication method.

SECTION 8.         Quorum. Three voting members shall constitute a quorum at any meeting of the Board. Any proposal before the Board must be approved by a majority of the five Board members, i.e. at least three votes.

SECTION 9.    The Board shall be subject to and will operate under the provisions of the Kansas Open Meetings Act and the Kansas Open Records Act pursuant to K.S.A. 75-4317 and K.S.A. 45-216. It is the policy of the Board to comply strictly with the provisions of these acts.

SECTION 10. Board Documents and Minutes.  Board by-laws, policies, agendas, minutes, financial statements, and meeting handouts shall be posted online on the City of Pratt and Pratt County website.  Minutes of each board meeting shall be kept by the Board of Directors Secretary or one of the Ex-Officio members or their designee. Should proprietary information be discussed by the board, the standard economic development practice of project code names shall be used.  If non-discloser agreements are signed by the Board and/or Ex-Officio Members than that information may not be disclosed in anyway prior to the release of the non-disclosure agreement.

SECTION 1.   The officers of the corporation shall be a President and a Secretary/Treasurer each of whom shall be elected by the Board of Directors.  Offices of Secretary and Treasurer will be combined. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

SECTION 2.    The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until the next annual meeting or until they resign or are removed in the manner hereinafter provided.

SECTION 3.      Any officer may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

SECTION 4.    A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired term by the entity which originally appointed the position.

SECTION  5.  The  President  shall, when  present, preside  at all meetings of  the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, instruments  which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors  or by these By-Laws to some other officer or agent of the corporation, and in general, shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.   The Secretary/Treasurer  shall: a) keep or cause to be kept the minutes of the proceedings  of the members and of the Board of Directors in one or more books provided for that purpose; b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;  c) be custodian to the office of the Secretary/Treasurer and such other duties as from time to time may be assigned to the Secretary/Treasurer by the President or by the Board of Directors. The Secretary/Treasurer shall or cause to have done: a) have charge and custody of and be responsible for all funds of the corporation; b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, or other depositories as shall be selected  in accordance with the provisions of these By-Laws, and c) in general perform or cause to have performed all of the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to the Secretary/Treasurer by the President or by the Board of Directors. If required for the faithful discharge of their duties in such sum and with such surety or sureties as .the Board of Directors shall determine.

SECTION 1.   Any and all checks, drafts. leases, contracts, agreements or other instruments  necessary to be executed in the usual course of business of the corporation shall be executed by any two members of the Board.

SECTION 1.    The Board of Directors may employ one or more persons to fulfill the purpose of this corporation. The conditions of employment, including the supervision of said employee, shall be determined by the Board of Directors.   The Board of Directors shall establish policies for salary and other conditions of employment.

SECTION  1. The fiscal year  of the corporation shall  begin on the first day of January and end on the last day of December.

SECTION 1.    These By-Laws may be altered, amended or repealed and new By­ Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors or at an annual meeting of the members.

SECTION 1. The Pratt Area Economic Development Corp. shall use its funds only to accomplish the objects and purposes specified in these By-laws and no part of said funds shall inure, or be distributed, to the members of the PAEDC.  On dissolution of the PAEDC, any funds remaining shall be distributed to the City of Pratt, Pratt County and the Pratt Area Chamber of Commerce proportionate to the amount contributed by each of said entities.