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Res. 17-01 Amending Subsection (c) of Section 3 Article IV Functional Coorporate Duties & Requirements 03.22.17PROSPER ECONOMIC DEVELOPMENT CORPORATION RESOLUTION A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION AMENDING SUBSECTION (c) OF SECTION 3, "BOOKS, RECORDS, AUDITS," OF ARTICLE IV, "FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS," OF THE RESTATED BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION RELATIVE TO THE ANNUAL AUDIT; MAKING FINDINGS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the current Restated Bylaws of the Prosper Economic Development Corporation (the "PEDC") provide in Subsection (c) of Section 3, "Books, Records, Audits," of Article IV, "Functional Corporate Duties and Requirements," that the PEDC may not utilize the same auditor as engaged by the Town of Prosper for the current or immediately preceding three (3) years"; and WHEREAS, the PEDC's auditor has determined that the foregoing provision is not necessary and that it would be more cost-effective for the Town and the PEDC to utilize the same auditing firm, as has been the case in previous years, and during such time no issues have arisen; and WHEREAS, the Board of Directors agrees that the amendment referenced below in this Resolution is in the best interests of the Town and the PEDC and will result in cost -savings for the PEDC and the Town. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION THAT: SECTION 1 The findings set forth above are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2 Subject to Town Council approval, Subsection (c) of Section 3, "Books, Records, Audits," of Article IV, "Functional Corporate Duties and Requirements," of the Restated Bylaws of the Prosper Economic Development Corporation is hereby amended to read as follows: "(c) The Corporation, at its own expense, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent, certified public accounting firm. Such auditing and accounting firm may not perform the Corporation's annual audit for more than five (5) consecutive years. The report of the audit, with the auditor's recommendations, will be made to the Town Council. Upon completion of the audit, copies of the Independent Auditor's Report and Annual Financial Report will be made available in the office of the person performing the duties of Town Secretary, as a public record." Board of Directors Resolution No. _--Page 1 SECTION 3 Any and all resolutions, rules, regulations, policies, or provisions in conflict with the provisions of this Resolution are hereby repealed and rescinded to the extent of any conflict herewith. SECTION 4 This Reso1L3t1011 was approved by the Board of Directors Y.filc Prosper Economic Development Corporation on Z1 day of _j'j(112 fr—P ,y1 , 20 J' ATTEST? A Wicker, President ii . Robyn B aILN�;� pvufl y z - r S Board of Directors Resolution --Page 2