BY-LAWS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF RICHMOND COUNTY, VIRGINIA
(an authority organized under the provisions of Title 15.2, Chapter 49, Code of Virginia, 1950, as amended)
ARTICLE I - NAME AND LOCATION
1. Name. The name of this Authority shall be the “Industrial Development Authority of Richmond County, Virginia.”
2. Location. Its principal office shall be located at 101 Court Circle, Warsaw, Virginia 22572, or as may be amended by the Board.
ARTICLE II - BOARD OF DIRECTORS
1. Directors; Terms of office. The Industrial Development Authority of Richmond County, Virginia (the “Authority”) shall be governed by a board of directors (the “Board”) in which all powers of the Authority shall be vested. The Board shall be composed of seven directors, appointed by the Board of Supervisors of the County of Richmond, Virginia (the “Board of Supervisors”). The initial seven directors shall serve staggered terms as set forth in the ordinance creating the Authority; thereafter, all appointments shall be for terms of four years, with the exception of appointments to fill vacancies, which shall be for the unexpired terms.
2. Oath. Each director shall, upon appointment or reappointment, before entering upon his duties take and subscribe the oath prescribed by Section 49-1 of the Code of Virginia, 1950, as amended.
3. Salary. The directors shall receive no salary, but may be compensated as permitted by the Act as may be approved by the Board of Supervisors and may be reimbursed for necessary traveling and other expenses incurred in the performance of their duties.
ARTICLE III - MEETINGS
1. Regular Meetings. Regular meetings of the Authority shall be held twice annually on the first Wednesday in each January and August at 12:00 p.m., or at such other dates and times as may be set by the Chairman, unless the Board directs otherwise, and at such place as may be designated by the Board as is reasonably appropriate for the conduct of the business of the Authority.
2. Special Meetings. Special meetings of the Authority may be called by the Chairman, the Vice-Chairman, or any two (2) directors, to be held at such time and place as designated.
3. Annual Meeting. The regular meeting held in January of each year shall be known as the Annual Meeting, during which officers shall be elected and the affairs of the Authority during the previous year shall be reviewed, along with any other business that might properly come before the meeting.
4. Meeting Notice; Waiver. Notice shall be given to all directors of annual and special meetings at least three (3) days prior to such meeting. This notice requirement may be waived by a majority vote of the directors. If the full membership is present at any meeting, lack of prior notice is automatically waived.
5. Meeting Continuance. Any meeting may be continued by the Board to such time or times and place or places as the Board directs.
6. Quorum. Four members of the Board shall constitute a quorum of the Board for the purposes of conducting its business and exercising its powers and for all other purposes, except that no facilities owned by the Authority shall be leased or disposed of in any manner without a majority vote of the members of the Board. No vacancy in the membership of the Board shall impair the right of a quorum to exercise all the powers and perform all the duties of the Board.
7. Minutes. The Board shall keep reasonably detailed minutes of its proceedings.
ARTICLE IV - OFFICERS
1. Election of officers. The Board shall elect from its membership a Chairman, a Vice Chairman, and from their membership or not, as they desire, a Secretary and a Treasurer, or a Secretary-Treasurer, who shall continue to hold such office until their respective successors are elected.
2. Terms of office. Each officer shall each be elected by the Board for a term of one year, or until a successor is duly elected. Each officer’s term shall begin on the date of the Annual Meeting and shall end on the date of the following Annual Meeting. Any officer may succeed himself or herself in office.
3. Chairman. The Chairman shall preside at all meetings of the Board and shall, subject to the control of the Board, oversee the affairs of the Authority. The Chairman shall sign all contracts and other instruments of the Authority and perform all such other duties incident to the office or that may be properly required by the Board.
4. Vice-Chairman. The Vice-Chairman shall, in the absence of the Chairman, preside at meetings of the Board, sign contracts and other instruments of the Authority and perform all such other duties incident to the office or that may be properly required by the Board.
5. Secretary. The Secretary shall cause the minutes to be kept, shall send notices of meetings to be issued when necessary, shall have charge of the seal and corporate books and shall make such reports and perform such other duties as are incident to the office, or as may be required by the Board.
6. Treasurer. The Treasurer shall have custody of the funds and securities of the Authority, and deposit the same in such bank or banks as the Board may designate, and shall perform such other duties as may be incident to the usual office of Treasurer.
7. Secretary-Treasurer. Should the Board choose to elect a Secretary-Treasurer in lieu of the separate offices of Secretary and Treasurer, the Secretary-Treasurer’s duties shall be those of the Secretary and the Treasurer listed separately above.
ARTICLE V - CHECKS, NOTES, OR ORDERS FOR PAYMENT
Signature. The funds of the Authority may be expended only by check drawn on a bank or banks approved by the Treasurer and shall be signed by at least two of the following officers: Chairman, Vice-Chairman, Treasurer, or other officer as selected by the Board.
ARTICLE VI - SEAL
Seal. The corporate seal of the Authority shall be such as is impressed on the margin hereof.
ARTICLE VII - AMENDMENT
By-law amendment. These by-laws or any provision thereof may be amended by majority vote of the Board at any regular or special meeting provided written notice of the proposed amendment and its content has been given by mail and/or sent by facsimile to each Board member not less then five (5) days prior to the meeting at which such amendment is considered by the Board.