Adopted: July 7, 1987

For further information contact:
Spotsylvania County Department of Economic Development
9019 Old Battlefield Boulevard, Suite 310 (Third Floor)
Spotsylvania, VA 22553
540-507-7210

ARTICLE I – VIRGINIA CODE SECTION 15,1-1373 et. seq.
Section 1. Creation by Ordinance of the Spotsylvania County Board of Supervisors:
The Economic Development Authority of Spotsylvania County, Virginia (the Authority) was created in furtherance of Section 15.1-1373, et seq. of the Code of Virginia of 1950, as amended, pursuant to that certain resolution by the Board of Supervisors of the County of Spotsylvania, Commonwealth of Virginia, dated the 26th day of October, 1972.

Section 2. Purpose: The purpose of the Economic Development Authority of the County of Spotsylvania shall be in conformity with Section 15.1-1375 of the Code of Virginia of 1950, as amended, with the Authority have the power to acquire, own, lease and dispose of properties to the end that it may be able to promote industry and develop trade by inducing manufacturing, industrial, governmental and commercial enterprises and institutions of higher education to locate in or remain in the County of Spotsylvania, Commonwealth of Virginia, and further the use of its agricultural products and natural resources, with all powers that may be necessary to enable it to accomplish such purposes. The Authority is a separate and distinct legal entity and acts for the benefit of the inhabitants o the County of Spotsylvania, Commonwealth of Virginia, either through the increase of their commerce, or through the promotion of their safety, health, welfare, convenience or prosperity.

ARTICLE II – AUTHORITY
Section 1. Board of Directors:
The Authority shall be governed by a Board of Directors in which all powers of the Authority shall be vested.

Section 2. Number, Appointment and Terms:  The number of the Directors shall be seven. The Board of Directors have been appointed initially by the Board of Supervisors of the County of Spotsylvania, Commonwealth of Virginia, for terms of one, two, three, and four years; two being appointed for one year terms, two being appointed for a four year term; subsequent appointments shall be for terms of four years, except appointments to fill vacancies which shall be for the unexpired terms. Each Director shall, before entering upon his duties by appointment or reappointment, take and subscribe the oath prescribed by Section 49-1 of the Code of Virginia. No Director shall be an officer or employee of the County of Spotsylvania, Virginia.

Section 3. Vacancies:  Appointments to fill vacancies shall be made by the Board of Supervisors which shall be for the unexpired terms. It shall be the duty of the Chairman, or in the absence of the Chairman, the Vice Chairman, to notify the Board of Supervisors of any vacancy for an unexpired term immediately and to recommend nominees for this vacancy thirty days in advance.

Section 4. Election of Officers:  The Directors shall elect from their membership a Chairman, a Vice Chairman, and from their membership or not, as they desire, a Secretary and a Treasurer, or a Secretary/Treasurer, annually at the first meeting in January.

Section 5. Duties of Officers:  The duties of officers shall include but not be limited to the following:
Chairman – The Chairman shall preside at all meetings, be responsible for notice of meetings to the members, be responsible for all correspondence, make committee appointments, appoint members of the Authority as liaison to other county governmental agencies, authorities and/or commissions, act as a signatory as authorized, establish policies and long range objectives and have overall responsibility for accomplishment of the Authority’s goals and purposes.
Vice Chairman – In the absence of the Chairman, the Vice Chairman shall have full responsibility for the above.
Secretary – The Secretary shall be responsible for the taking of the minutes at all meetings and act as attesting authority and signatory as authorized.
Treasurer – The Treasurer shall be responsible for establishing a financial plan, for the keeping of all financial records of the Authority, and shall act as a signatory for checks as authorized.

Section 6. Quorum:  Four members of the Board of Directors shall constitute a quorum of the Board for the purposes of conducting its business and exercising its power 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 of Directors. 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. Any tie vote shall be deemed to be a negative vote.

Section 7. Election of a Temporary Presiding Officer:  When a quorum is present for a regularly scheduled or specially called meeting the Chairman and Vice Chairman are absent, the quorum in attendance can elect a temporary presiding officer to chair that meeting, only. When the meeting is chaired by a temporary presiding officer a quorum must be present to proceed and the quorum must be present to proceed and the quorum must remain in attendance throughout the entire meeting.  The election of a temporary presiding officer to chair a specific meeting for which the Chairman and Vice Chairman are not available will not in anyway whatsoever, invalidate or restrict the actions, directives or the Authority of the duly elected Chairman and Vice Chairman.
Duties of the Temporary Presiding Officer:  The temporary presiding officer shall preside over the specific meeting for which he was elected, only.

Section 8. Voting:  Voting shall be by a simple majority of those present at any duly constituted meeting.

Section 9. Meetings and Notices:  Meetings of the Board of Directors shall be held on an as needed basis, or at such times as fixed by the resolution of the Board, or upon the call of the chairman or the Secretary, or upon the call of a majority of members of the Board at Spotsylvania Courthouse, Spotsylvania, Virginia. These meetings shall be open to the public and shall be upon such notice as required by law. Notice of any meeting not held at a time fixed by these By-Laws or by a resolution of the Board shall be given to each Director at least twenty-four hours before the meeting at his residence or business address or by delivering such notice to him or by telephoning or telegraphing it to him at least twenty-four hours before the meeting, but need not contain the purpose of any meeting. Meetings may be held without notice if all the Directors are present or those not present waive notice before or after the meeting.

Section 10. Minutes:  The Board shall keep detailed minutes of its proceedings, which shall be open to public inspection at all times.

Section 11. Financial Transactions:  The Board shall keep suitable records of all its financial transactions and shall arrange to have the same audited annually. Copies of each audit shall be furnished to the Board of Supervisors and shall be open to public inspection.

Section 12. Meeting Format:  The format of all regular meetings of the Board of Directors shall be as follows:
1. Call to Order.
2. Reading, Approval and/or Correction of the Minutes of the Last Meeting.
3. Treasurer’s Report.
4. Inducement Resolutions.
5. Chairman’s Report.
6. Committee Reports.
7. Old Business.
8. New Business.
9. Attorney’s Report.
10. Adjournment.

ARTICLE III – COMMITTEES
Section 1. Executive Committee:
The Board of Directors may designate, by resolution adopted by a majority of the Directors, tow or more of the Directors to constitute an Executive Committee. The Executive Committee, when the Board of Directors is not in sessions, is advisory only and may exercise none of the powers of the Authority.
Section 2. Industrial Advisory Committee:
The Authority may appoint an Industrial Committee to advise the Authority upon matters consistent with its purpose in the County. The Advisory Committee shall consist of such persons and such number of persons as the Authority may deem advisable consistent with its purpose. The Advisory Committee members may attend all regular meetings of the Board of Directors. Members of the committee shall not receive any compensation for their services, but may be reimbursed for necessary traveling and other expenses incurred while on the business of the Authority.
Section 3. Special Committees.
The Authority may appoint such other committees as may be necessary from time to time.

ARTICLE IV. – COMPENSATION FOR THE DIRECTORS
Members of the Authority shall receive no salary but the Directors may be compensated in such amount per meeting as may be approved by the Board of Supervisors not to exceed $100.00 per meeting, and shall be reimbursed for necessary traveling and other expenses incurred while in the performance of their duties.

ARTICLE V. – SEAL
The Seal of the Authority shall be a flat faced circular die with the word Seal and the name o the Authority and date engraved thereon.

ARTICLE VI. – CHECKS, NOTES, DRAFTS AND OTHER LEGAL DOCUMENTS
Checks, notes, drafts and other legal documents shall be signed by such persons as the Board of Directors from time to time may authorize. The signature of any such person may be a facsimile of one authorized by the Board of Directors.

ARTICLE VII. – RULES AND ORDER
Robert’s Rules of Order shall be parliamentary authority for all matters of procedure not specifically covered by these By-Laws.

ARTICLE VIII. – AMENDMENTS
These By-Laws may be amended by a simple majority of the Board of Directors present at any duly constituted meeting, from time to time, as they shall deem proper with notice thereof being given to the Directors.

ARTICLE IX. – INCORPORATION BY REFERENCE
The Provisions of Section 15.1-1373, et seq., of the Code of Virginia of 1950, as amended, are hereby adopted and incorporated herein by reference as if fully set out herein and shall govern as the rules and regulations of the Authority, any provision to the contrary contained in these By-Laws notwithstanding.