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EXHIBIT C Bylaws of Reinvestment Zone Number One City of San Marcos, Texas ARTICLE I POWERS AND PURPOSES SECTION 1. Financing Development or Redevelopment in the Zone. In order to implement the purposes for which Reinvestment Zone Number One, City of San Marcos, Texas (the "Zone") was formed, as set forth in the Ordinance creating the Zone, the City of San Marcos, Texas (the "City") may issue obligations to finance all or part of the cost of implementing the "project plan" for the Zone as defined in the Texas Tax Increment Financing Act of 1981, as amended, codified as Article 1066e, Vernon's Texas Civil Stat- utes (the "Act"). SECTION 2. Conditions Precedent to Issuance of Notes. No notes may be issued by the City on behalf of the Zone unless the City Council of the City (the "City Council") has approved by written ordinance, adopted prior to the date of delivery of the notes, the amount and purpose for which notes are being issued, and specifically approved the resolution adopted by the Board of Directors of the Zone (the "Board of Directors") providing for issuance of notes. SECTION 3. Books and Records; Approval of Programs and Financial Statements. The Board of Directors shall keep correct and com- plete books and records of account and shall also keep minutes of its proceedings and the proceedings of committees having any of the authority of the Board of Directors. All books and records of the Zone may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the City Council will have access to the books and records of the Zone. The City Council must approve all programs and expenditures for the Zone and annually review any financial statements of the Zone. ARTICLE II BOARD OF DIRECTORS SECTION 1. Powers, Number and Term of Office. The property and affairs of the Zone shall be managed and controlled by the City Council based on the recommendations of the Board of Directors and subject to the restrictions imposed by law, the Ordinance creating the Zone and these Bylaws, the Board of Directors shall exercise all of the powers necessary to implement the project plan which are by written ordinance delegated to it by the City Council.