GUNER 105 N 4th, P. O. Box 349 Gunter, TX 75058-0349 (903) 433-5185 Fax (903)433-8039 AGENDA Regular Meeting Gunter Municipal Development District Thursday, April 3, 2025 6:00 p.m. Pursuant to Chapter 551 of the Texas Government Code, notice is hereby given of a Meeting ofthe Gunter Municipal Development District of the City of Gunter, Texas to be held on the above date and time, Gunter City Hall, 105 North 4th Street Gunter, Texas 75058 at which time the following will be discussed and considered: Pursuant to Section 551.127, Texas Government Code, one or more BoardMember may attend this meeting remotely using videocomferencing technology. The video and audio feed of the videoconferencing equipment can be viewed and heard by the public at the address posted above as the location of the meeting. CALLTO ORDER OF GMDD [Presiding Officer will call the meeting to order, establish a quorum ifpresent, and declare notices legally posted pursuant to the Open Meetings Act. During the course of the meeting, members of the audience wishing to speak must be recognized. by the Presiding Officer.] INVOCATION AND PLEDGE OF ALLEGIANCE CITIZEN COMMENTS [GMDD invites citizens to speak to the Board on any topic not already scheduled for public hearing. The time limit is three minutes per speaker./ 1. CONSENT AGENDA [Routine Board Business, the Consent Agena is approved by a single majority vote. Items may be removed for open discussion by a request from a Board Member.] a. Consider approval of] Minutes from March 19, 2025, Joint EDC & MDD Special Meeting. b. Consider approval of MDD Financials for March 2025. BOARD BUSINESS - REGULAR SESSION [As authorized by Section 551.071 of the Texas Government Code, the General Session may be convened into Closed. Executive Sessionfor the purpose ofseeking confidential legal advice from the attorney on any Agenda item listed herein, as needed.) 2. Discuss, consider and act upon the revised bylaws of the Gunter Municipal Development District (GMDD) as approved by the Gunter City Council. Page 1 3. Discuss, consider and act upon GMDD's business development strategy community needs analysis, prospecting database/CRM, outreach plan. 4. Discuss, consider, and act upon establishing a committee to establish GMDD's strategy for attracting business to Gunter. 5. Discuss establishing a value proposition for prospective businesses and creating marketing materials and website to create and guide the: messaging. 6. Discuss making recommendations to the city council for filing open GMDD board seats open roles and types of backgrounds and experience needed to complement the team. 7. Discuss, consider, and act upon direction for sign located in the Gunter City Park. 8. Discuss, consider, and act upon the mural for the side oft the building on the southeast corner of Main and Preston. 9. Discuss, consider, and act upon potential office space. 10. Suggested future agenda items. ADJOURN I, the undersigned authority, do hereby certify that the above Notice of a Meeting of the Gunter Municipal Development District of the City of Gunter, Texas is a true and correct copy of said Notice and that I posted a true and correct copy of said Notice in the Notice. Board ofthe City) Hall ofs said Gunter, Texas, aj place convenient to the public, and said Notice was posted on March 31, 2025, before 6:00 p.m. and remained SO posted continuously for at least seventy-two hours immediately preceding the date ofthe meeting 4 Detra Gaines, City Secretary Ifduring the course of the meeting covered by this notice, the Board should determine that a closed or executive meeting or session oft the Board or a consultation with the attorneyfor the Board should be held or is required, then such closed or executive meeting or session orconsultation with attorney as authorized by the Texas Open Meetings Act, Texas Government Codes 551.001 et. seq., will be held by the Board at the date, hourand place given in this notice as the Board mqyconveniently meetin such closed or executive meeting or session or consult with the attorneyf for the GEDC concerning any and all: subjects and for any and all purposes, permitted by the Act, including, but not limited to, thej following sections and purposes: Texas Government Code. Section: $551.071 -Private consultation with the attorneyfor: the Board $ 51072Dhcusingpurchae exchange, lease or value ofreal property. S 551.074 -Discussing personnel or hearing complaints against personnel. Page 2 GMDD MEETING E April 3, 2025 Yy 48 C ) 6:00 PM GUNGERI EST. 1901 AGENDA ITEM #1 CONSENT AGENDA [Routine Board Business, the Consent Agena is approved by a single majority vote. Items may be removed for open discussion by a request from a Board Member.] a. Consider approval of Minutes from March 19, 2025, Joint EDC & MDD Special Meeting. b. Consider approval of MDD Financials for March 2025. AGENDA: ITEM SUMMARY/BACKGROUND: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments B GUNAERI EST.1 1901 105 N 4th, P.O. Box 349 Gunter, TX 75058-0349 (903) 433-5185 Fax (903) 433-8039 MINUTES Joint Special Meeting Gunter Economic Development Corporation Board of Directors and Gunter Municipal Development District Board of Directors Wednesday, March 19, 2025 6:00 p.m. GEDC Meeting Opened. At 6:03 p.m. GMDD Meeting Opened. At 6:04 p.m. Roll Call: Micah West, Paul Valker, Josh Long, Don. Anderson, Cyndy Davis Staff! Present: Director ofl Planning & Development Eric Wilhite, City Secretary Detra Gaines, Director of Parks & Public Services. Adam.Adams, City Attorney Victoria Thomas Pursuant to Chapter 551 of the Texas Government Code, notice is hereby given of a Meeting of the Gunter Economic Development Corporation and Gunter Municipal Development District of1 the City of Gunter, Texas to be held on the above date and time, Gunter City Hall, 105 North 4th Street Gunter, Texas 75058 at which time the following will be discussed and considered: Pursuant to Section 551.127, Texas Government Code, one or more Board Member may attend this meeting remotely using videoconferencing technology. The video and audio feed of the videoconferencing equipment can be viewed and heard by the public at the address posted above as the location ofthe meeting. CALL TO ORDER OF GEDC [Presiding Officer will call the meeting to order, establish a quorum if present, and declare notices legally posted pursuant to the Open Meetings Act. During the course of the meeting, members ofthe audience wishing to speak must be recognized by the Presiding Officer.] CALLTO ORDER OF GMDD [Presiding Officer will call the meeting to order, establish a quorum ifi present, and declare notices legally posted pursuant to the Open Meetings Act. During the course of the meeting, members ofthe audience wishing to speak must be recognized by the Presiding Officer.] INVOCATION AND PLEDGE OF ALLEGIANCE CITIZEN COMMENTS [The EDC and MDD invites citizens to speak to the Board on any topic not already scheduledfor) public hearing. The time limit is three minutes per. speaker.) Citizen Comments were made by Mark Merrill regarding opposition to funding the property from GISD to the city. Citizen Comments were made by John Carter regarding parking within the downtown ared. RECESS MEETING OF GMDD and CONTINUE MEETING OF GEDC Recess Meeting of GMDD and Continue Meeting OfGEDC At 6:10 p.m. Page 1 1. CONSENT AGENDA [Routine Board Business, the Consent Agena is approved by a single majority vote. Items may be removed for open discussion by a request from a Board Member.] a. Consider approval of] Minutes from February 06, 2025, EDC Regular Meeting. b. Consider approval of EDC Financials for January 2025 and February 2025. Micah West made the motion to approve the Consent Agenda. A - B as presented. Don Anderson seconded. the motion. Motion passed 4-0 BOARD BUSINESS = SPECIAL SESSION [As authorized by Section 551.071 of the Texas Government Code, the General Session may be convened into Closed. Executive Sessionfor the purpose ofseeking confidential legal advice from the attorney on anyAgenda item listed herein, as needed.) 2. Discuss, consider, and act upon Letter of Resignation from Kristopher Atkinson, Place 4. Don Anderson made the motion to accept the Letter of Resignation from Kristopher Atkinson, Place 4. Josh Long seconded the motion. Motion passed 4-0 3. Discuss, consider, and act upon approving a Resolution authorizing the Board of Directors of the Gunter Economic Development Corporation to approve a funding agreement with the City of Gunter for the City's purchase of real estate from the Gunter Independent School District in an amount not to exceed $358,934. Micah West made the motion to approve Resolution #2025-03-19-01 authorizing Funding Agreement for the purchase ofreal property, from GISD in the amount not to exceed $358,934. Don Anderson seconded the motion. Motion passed 4-0 4. Discuss, consider, and act upon a Resolution electing to Wind Up and Dissolve the Corporation. Micah West made the motion to approve Resolution #2025-03-19-02 election to Wind Up and Dissolve the Corporation. Don Anderson seconded. the motion, Motion passed 4-0 ADJOURN Meeting of GEDC Adjourned Meeting of GEDC. At 6.18 p.m. RECONVENE Meeting of GMDD Reconvene Meeting of GMDD. At 6:18 p.m. BOARD BUSINESS = SPECIAL SESSION [As authorized by Section 551.071 of the Texas Government Code, the General, Session may be convened into Closed. Executive Sessionfor the purpose ofseeking confidential legal advice from the attorney on any Agenda item listed herein, as needed.) 5. Discuss, consider, and appoint officers of the Gunter Municipal Development District. Cyndy Davis made the motion to appoint Paul Valker as GMDD President. Josh Long seconded the motion. Motion passed. 5-0 Page 2 Paul Valker made the motion to appoint Josh Long as GMDD Vice President. Cyndy Davis seconded the motion. Motion passed 5-0 Don Anderson made the motion to appoint Cyndy Davis as GMDD Secretary. Paul Valker seconded the motion. Motion passed 5-0 6. Discuss, consider, and approve an agreement for Provision of General Counsel Legal Services for Gunter Municipal Development District. Don. Anderson made the motion to approve agreement for the. Provision of General Counsel Legal Services for Gunter Municipal Development District. Cyndy. Davis seconded the motion. Motion passed 5-0 7. Discuss, consider, and act upon securing billboard for MDD marketing. Cyndy Davis made the motion to Table until the next meeting. Don Anderson seconded the motion. Motion passed 5-0 8. Discuss, consider, and act upon direction for sign located in the Gunter City Park. Cyndy Davis made the motion to Table until the next meeting. Josh Long seconded the motion. Motion passed 5-0 9. Discussion regarding participation in Walnut Street construction and cost with John Carter. Discussion continued regarding participation in Walnut Street construction with Director of Planning & Development Eric Wilhite. 10. Discussion regarding Drainage Study update. Discussion continued regarding Drainage Study with Director of Parks & Public Services Adam. Adams. 11. Discuss, consider, and act upon a Resolution accepting assignment of Gunter Economic Development Corporation debts, liability, assets, accounts, and funds and authorizing the President to execute all necessary and related documents. Cyndy Davis made the motion to approve Resolution #2025-03-19-03 accepting assignment of Gunter Economic Development Corporation debts, liability, assets, accounts, andj funds and authorizing the President to execute all necessary and related documents. Micah West seconded the motion. Motion passed. 5-0 12. Suggested future agenda items: Office space rental Review of GMDD Bylaws Insurance Page 3 ADJOURN Adjourned. Meeting of GEDC at 7:04, p.m. Adjourned. Meeting of GMDD at 7:04, p.m. Josh Long, Interim President ATTEST: Detra Gaines, City Secretary Page 4 S S- S 4 E S S 5 S 5 S S 3 S = U E LL E GMDD MEETING April3, 2025 TY R 9 6:00 PM GUNGERI EST. 1901 AGENDA ITEM #2 Discuss, consider and act upon the revised bylaws ofthe Gunter Municipal Development District (GMDD) as approved by the Gunter City Council. AGENDA ITEM SUMMARYBACKGROINP: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments : GUNA MERI EST. 1901 GUNTER MUNICIPAL DE VELOPMENT DISTRICT BYLA WS Revised March 20, 2025 Gunter Municipal Development District Bylaws Table of Contents ARTICLE I PURPOSES. ARTICLE II BOARD OF DIRECTORS + Section 1. Board of Directors. 4 Section 2. Appointment, Number, and Term of Office. 4 Section 3. Qualifications 4 Section 4. Vacancies and Resignations 4 Section 5. Officers and Term of Office. 4 Section 6. Compensation 4 Section 7. Meetings of the Board. 4 Section 8. Quorum.. 5 Section 9. Board's Relationship with City Council. 5 Section 10. Board's Relationship with Administrative Departments of the City.. 5 Section 11. Conflict of Interest. 5 ARTICLE III OFFICERS. 5 Section 1. President 5 Section 2. Vice President. 5 Section 3. Secretary. 5 Section 4. City Liaison 6 ARTICLE IV GENERAL POWERS AND DUTIES OF THE DISTRICT. 6 Section 1. Limitations of District Powers. 6 Section 2. Recommending Body.. 6 Section 3. District Powers 6 Section 4. Strategic Plan. 6 ARTICLE' V FISCAL PROVISIONS. 6 Section 1. Municipal Development Project Fund. 6 Section 2. Use of Municipal Development Project Fund.. 7 Section 3. Annual Budget. 7 Section 4. Bonds and Other Obligations 7 Section 5. Finance and Accounting. / Section 6. Auditing Procedures 7 ARTICLEVI NDEMNIFICATION OF DIRECTORS AND OFFICERS 8 Section 1. Right to Indemnification 8 Section 2. Limit on Indemnification. 8 Section 3. Insurance. 8 ARTICLE VII ETHICS. .8 Gunter Municipal Development District Bylaws 1Page ARTICLE VIII AMENDMENTS. 8 Gunter Municipal Development District Bylaws 2Page ARTICLE - PURPOSES The City of Gunter Municipal Development District (the "District") is a political subdivision of the State of Texas and the City of Gunter, Texas (the "City"), created in accordance with Chapter 377 of the Texas Local Government Code, as amended (the "Act"), and other applicable laws. The District was created for the purpose of developing and financing all development projects as that term is defined in Section 377.001(3) of the Act, as amended (a "Development Project"). ARTICLE II BOARD OF DIRECTORS Section 1. Board of Directors: The property and affairs of the District shall be managed and controlled by a Board of Directors subject to the restrictions imposed by law and these Bylaws. Section 2. Appointment, Number, and Term of Office: A Board of Directors (the "Board") shall be appointed by the City of Gunter City Council (the "Council"). The Board shall consist of seven (7) persons. The initial appointments shall include four (4) persons to serve two (2) year terms and three (3) persons to serve one (1) year terms. Thereafter, each member of the Board of Directors ("Director") shall be appointed and serve a two (2) year term. A Director continues to serve on the Board until their successor is appointed and is duly qualified to act. Section 3. Qualifications: Each Director must reside in the City of Gunter or in the extraterritorial jurisdiction of the City. An employee, officer, or member of the Council may serve as a Director but () may not have a personal interest in a contract executed by the District other than as an employee, officer, or member of the City Council and (2) may not serve as an officer of the District Board of Directors unless no other member is ready, willing, and able to serve in such office. Section 4. Vacancies and Resignations: A vacancy in any position of Director which occurs by reason of death, resignation, disqualification, removal or otherwise shall be filled by the City Council. A Director may resign at any time. Such resignation shall be made in writing, addressed to the Mayor and the City Secretary, with a copy to the Board, and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the City Secretary. Any Director may be removed from office by the City Council at any time without cause. Section 5. Officers and Term of Office: The Board of Directors shall choose from its members a President, Vice President, and Secretary. The term of office for each officer shall be one (1) year with the term of office expiring on June 30th of each year. Officers may be re-elected. Section 6. Compensation: Directors shall not receive any salary or compensation for their services as Directors; provided that nothing contained herein shall be construed to preclude any Director from receiving reimbursement for their actual expensesincurred in the performance of their duties as a Director. Section 7. Meetings oft the Board: Regular meetings of the Board shall be held in the City at such times as shall be designated, from time to time, by the Board. Directors may hold their meetings and keep the books of the District at Gunter City Hall, or such other place or places within the City as the Board may from time to time determine. Special meetings of the Board shall be held whenever called by the President, or at the request of a majority of the Directors who are serving duly appointed terms of office at the time the meeting is called. The Board shall meet in accordance with and file notice of each meeting of the Board for the same length of time and in the same manner and location as is required of a City under Chapter 551 of the Texas Government Code (the "Open Meetings Act"). Gunter Municipal Development District Bylaws 3IPage The District, the Board, and any committee of the Board exercising the powers of the Board are subject to Chapter 552 of the Texas Government Code (the "Public Information Act"). Section 8. Quorum: A majority of the Board shall constitute a quorum for the consideration of matters pertaining to the purposes of the District. The act of a majority of the Directors present and voting at a meeting at which a quorum is in attendance shall constitute the act of the Board, unless the act of a greater number is required by law or by these Bylaws. A Director who is present at a meeting of the Board at which any corporate action is taken shall be presumed to have assented to such action, unless their dissent shall be entered in the minutes of the meeting or unless they shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the District immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of the action. Section 9. Board's Relationship with City Council: The City Council shall require that the District be responsible to it for the proper discharge of its duties. All policies for development project administration shall be submitted for Council approval, and the Board shall administer said development projects accordingly. The Board shall determine its policies and direction within the limitations of the duties imposed by applicable laws, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities of the Board. Section 10. Board's Relationship with. Administrative Departments of the City: Any request for services made to the administrative departments of the City shall be made by the Board or its designee in writing to the Mayor, or the Mayor's designee. The Mayor, or Mayor's designee may approve such request for assistance from the Board when such requested services are available within the administrative departments of the City and the Board has agreed to reimburse the administrative department's budget for the costs of such services SO provided. Section 11. Conflict of Interest: The members of the Board of Directors shall be considered local public officials within the meaning of Chapter 171 of the Texas Local Government Code. If a Director has a substantial interest, as that term is defined in said Chapter, in a relationship, business entity, or real property which is the subject of deliberation by the Board of Directors, the Director shall file an affidavit with the Secretary of the District stating the nature or extent of the interest. Such affidavit shall be filed prior to any vote or decision upon the matter of the Board of Directors, and if required by said Chapter, the interested Director shall abstain from any vote or decision upon the matter. ARTICLE III OFFICERS Section 1. President: The President shall be a member of the Board and shall preside at all meetings of the Board. The President shall be the principal executive officer of the District and subject to the Board, shall be in general charge of the properties and affairs of the District. The President shall have such other duties as assigned by the Board. The President may call special and emergency meetings of the Board. Section 2. Vice President: The Vice President shall be a member of the Board. The Vice President shall perform the duties and exercise the powers of the President upon the President's death, absence, disability, or upon the President's inability to perform the duties of the office. Any action taken by the Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken. A Vice President shall have such other powers and duties as may be assigned by the Board or the President. Section 3. Secretary: The Secretary shall keep or cause to be kept the minutes of all meetings of the Gunter Municipal Development District Bylaws 4IPage Board; shall attend to the giving and serving of all notices; shall have charge of the District's books, records, documents and instruments, except the books of accounting, financial records and securities of which the City of Gunter Finance Director shall have custody and charge, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to the inspection of any Director upon application at the office of the District Secretary subject to the control of the Board. The City Secretary, or designee, will assist the Secretary with the execution of his/her responsibilities. Section 4. City Liaison: The Parks and Recreation Director of the City will serve as the City Liaison to the District, provide administrative support services for the District, and perform duties for the Board as prescribed by the City Council. The City Liaison may participate in Board discussions but shall not vote on matters before the Board. Section 5. An employee, officer, or member of the Council who is a Board member may not serve as an officer of the District Board of Directors unless no other member is ready, willing, and able to serve in such office. ARTICLE IV GENERAL POWERS AND DUTIES OF THE DISTRICT Section 1. Limitations of District: Powers in the fulfillment of its purpose, the District shall be governed by the Act, and shall have all of the powers set forth and conferred in the Act, and in other applicable laws, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. Section 2. Recommending Body: The Board is a recommending body to the City Council. Section 3. District Powers: Subject to a favorable recommendation of the Board and approval by the City Council, the District may perform any act necessary to the full exercise of the District's powers, including: a. accepting a grant or loan from a department or agency of the United States; department, agency, or political subdivision of this state; or public or private person; b. acquiring, selling, leasing, conveying, or otherwise disposing of property or an interest in property, including a Development Project, under terms and conditions determined by the District; C. employing necessary personnel; and d. adopting rules to govern the operation of the District and its employees and property. Subject to a favorable recommendation of the Board and approval by the City Council, the District may contract with a public or private person to plan, acquire, establish, develop, construct, or renovate a Development Project; or perform any other act the District is authorized to perform under the Act. Section 4. Strategic Plan: The District shall research, develop and prepare a Strategic Plan for development projects, which shall include proposed methods and the expected costs of implementation. The Plan shall include both short-term and long-term goals for the economic development of the City, proposed methods for the elimination of unemployment and under-employment, and the promotion of employment, through the expansion and development of a sound retail, industrial and manufacturing base for and within the City. The Plan shall be complimentary, to the goals and objectives of the City Council, the Gunter Municipal Development District Bylaws 5IPage City's Comprehensive Plan, and/or any other goals and objectives of the City. ARTICLE V FISCAL PROVISIONS Section 1. Municipal Development Project Fund: The District shall establish by resolution a fund known as the Municipal Development Project Fund. The District may establish separate accounts within the fund. The District shall deposit the proceeds from any sales and use tax imposed by the District, all revenue from the sale of bonds or other obligations by the District, and any other money required by law to be deposited into the Municipal Development Project Fund. Section 2. Use ofMunicipal Development Project Fund: Subject to a favorable recommendation oft the Board and approval by the City Council, the District may use money in the Development Project Fund for parks and recreation projects to: a. pay the cost of planning, acquiring, establishing, developing, constructing, or renovating one or more Development Projects in the District; b. pay the principal of, interest on, and other costs relating to bonds or other obligations issued by the District or to refund bonds or other obligations; C. pay the costs of operating or maintaining one or more Development Projects during the planning, acquisition, establishment, development, construction, or renovation or while bonds or other obligations for the planning, acquisition, establishment, development, construction, or renovation are outstanding; or d. as otherwise permitted by the Act as it exists or may be amended. Section 3. Annual Budget: On or before August 1 of each year, the Board shall prepare and present a proposed budget of expected revenues and proposed expenditure for the next ensuing fiscal year to the City Council. The fiscal year of the District shall commence on October 1 of each year and end on September 30. The District shall expend funds consistent with the Board adopted and Council approved budget. Any proposed expenditure not included in the budget will require approval by the City Council. Section 4. Bonds and Other Obligations: Subject to the approval of the Gunter City Council, the District may issue bonds, including revenue bonds and refunding bonds, or other obligations to pay the costs of a Development Project. The bonds or other obligations and the oroceedings authorizing the bonds or other obligations shall be submitted to the Attorney General for review and approval as required by Chapter 1202, Government Code. The bonds or other obligations must be payable from and secured by the revenues of the District. The bonds or other obligations may mature serially or otherwise not more than 30 years from their date of issuance. The bonds or other obligations are not a debt of and do not create a claim for payment against the revenue or property of the District other than a Development Project for which the bonds are issued. Section 5. Finance and Accounting: The City of Gunter Finance Director shall have custody of all funds and securities of the District and shall maintain all accounts and financial records in accordance with the City's standard accounting procedures. When necessary, the Director of Finance shall (i) endorse for collection, on behalf of the District, checks, notes and other obligations and deposit the same to the credit of the District in such bank or banks or depositories as shall be designated by the Board; (ii) sign all receipts and vouchers for payments made to the District, either alone or jointly with such other officer as may be designated by the Board; or (iii) when required by the Board, render a Gunter Municipal Development: District Bylaws 61Page statement of the District's cash account. All purchases and expenditures by the District shall be in accordance with City of Gunter Purchasing Policies and Procedures. The Finance Director shall provide the Board a monthly written report of the District's finances and shall provide an annual report within 90 days of the end of each fiscal year. Section 6. Auditing Procedures: The Board shall provide for an annual financial audit to be performed by a competent independent audit firm. Such audit may be performed by the auditing firm retained by the City and performed within the scope of the City's annual financial audit. ARTICLE VI INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Right to Indemnification: To the fullest extent allowed by law, the District shall indemnify all Directors and employees of the District against expenses (including attorney's fees) and amounts paid in settlement actually and reasonably incurred by a Director or employee in connection with the defense of any civil, criminal or administrative action, suit or proceeding in which the Director or employee is made a party or with which the Director or employee is threatened, by reason of being or because of any act as District Director or employee within the course and scope of their duties and/or employment if the Director or employee acted in good faith and in a manner in which the Director or employee reasonably believed to be in or not opposed to the best interest of the District, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. Section 2. Limit on Indemnification: Notwithstanding the foregoing, a Director or employee shall not be entitled to indemnification regarding (i) any matter in which they shall be adjudged by a court of competent jurisdiction to be liable for intentional acts of misconduct or gross negligence in the performance of their duties, or (ii) any matter in which they fail to notify the District of a claim within a reasonable time or fails to cooperate in the defense of such claim, but only to the extent that the defense of such claim is prejudiced by their failure to give notice or to cooperate. Section 3. Insurance: The District may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a Director or employee of the District against any expense, liability or loss. ARTICLE VII ETHICS It is the policy oft the District that Directors and officers conduct themselves in a manner consistent with sound business and ethical practices; that public interest always be considered in conducting District business; and the appearance of impropriety be avoided to ensure and maintain public confidence in the District. Any rules of ethical conduct adopted from time to time by the City shall apply to the District and its Directors. ARTICLE VIII AMENDMENTS A proposal to alter, amend, or repeal these Bylaws shall be made by the affirmative vote of a majority of the full Board at any meeting. Any proposed change or amendment to the Bylaws, however, must be approved by the City Council to be effective. 4912-2264-5791, V. 2 Gunter Municipal Development District Bylaws 7IPage E GMDD MEETING April 3, 2025 CTTY o 6:00 PM GUNGERI EST. 1901 AGENDA ITEM #3 Discuss, consider and act up GMDD's business development strategy community needs analysis, prospecting database/CRM, outreach plan. AGENDA: ITEM SUMMARY/BACKGROUND: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments B 1 GMDD MEETING GUNERI April 3, 2025 EST. 1901 6:00 PM AGENDA ITEM #4 Discuss, consider, and act upon establishing a committee to establish GMDD's strategy for attracting business to Gunter. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments a GMDD MEETING April 3, 2025 nyy O 6:00 PM GUNERI EST.1901 AGENDA ITEM #5 Discuss establishing a value proposition for prospective businesses and creating marketing materials and website to create and guide the messaging. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments a TIY OH GMDD MEETING GUNERI April 3, 2025 EST. 1901 6:00 PM AGENDA ITEM #6 Discuss making recommendations to the city council for filing open GMDD board seats open roles and types oft backgrounds and experience needed to complement the team. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E GMDD MEETING April 3, 2025 TYON 6:00 PM GUNERI EST. 1901 AGENDA ITEM #7 Discuss, consider, and act upon direction for sign located in the Gunter City Park. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL: REVIEW: N/A ATTACHMENTS: See Attachments a GMDD MEETING April 3, 2025 mYON 6:00 PM GUNGERI EST. 1901 AGENDA ITEM #8 Discuss, consider, and act upon the mural for the side of the building on the southeast corner of Main and Preston. AGENDA ITEM SUMMARYBACKGROIND: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments a GMDD MEETING April 3, 2025 nyO 6:00 PM GUNAER EST. 1901 AGENDA ITEM #9 Discuss, consider, and act upon potential office space. AGENDA ITEM UNMARYBACKGROUNPA PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL: REVIEW: N/A ATTACHMENTS: See Attachments GMDD MEETING E April 3, 2025 ( I 6:00 PM GUNER EST. 1901 AGENDA ITEM #10 Suggested future agenda items. AGENDA ITEM SUNMARYBACKGROIND: PRESENTED BY: Paul Valker, President FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments