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2020-04-24 - SR RIFA Agenda Package1 Staunton River Regional Industrial Facility Authority Pittsylvania County, Virginia Town of Hurt, Virginia City of Danville, Virginia AGENDA April 24, 2020 12:00 P.M. Chatham Community Center 115 S. Main Street Chatham, Virginia 24531 County of Pittsylvania Members Tim W. Dudley Ben L. Farmer Dr. Charles H. Miller, Alternate Town of Hurt Members Shirley Barksdale-Hill Steve Watson Collin Adams, Alternate City of Danville Members Sherman M. Saunders Fred O. Shanks, III J. Lee Vogler, Jr., Alternate 2 Staunton River Regional Industrial Facility Authority 1. MEETING CALLED TO ORDER A. Appointment by Vice Chairman, Sherman M. Saunders, of Matthew Rowe, Director, Economic Development, Pittsylvania County, to prepare the minutes of the meeting in the absence of the Authority’s Secretary 2. ROLL CALL 3. PUBLIC COMMENT PERIOD Members of the public who desire to comment on a specific agenda item will be heard during this period. The Chairman/Vice Chairman of the Authority may restrict the number of speakers. Each speaker must identify themselves and state their address, and each speaker shall be limited to a total of three minutes for comments. [Please note that the public comment period is not a question-and-answer session between the public and the Authority.] 4. APPROVAL OF MINUTES OF THE JANUARY 24, 2020 MEETING 5. NEW BUSINESS A. Consideration of Resolution No. 2020-04-24-5A, to amend and restate the Bylaws of the Authority to remove the Town of Altavista, Virginia (“Altavista”) therefrom as a Member Locality, to make conforming changes in connection therewith and consistent with the Amended and Restated Cost and Revenue Sharing Agreement, which has been approved by the governing bodies of the remaining Member Localities, and to change the Chairman and Vice Chairman rotations – Jennifer H. Burnett, Esq., Clement Wheatley, Legal Counsel to the Authority B. ELECTION AND APPOINTMENT OF NEW CHAIRMAN AND NEW VICE CHAIRMAN – Ms. Burnett 1. Election of Chairman from City of Danville Member Locality (see A&R Bylaws, Article VI, paragraph 1) 2. Election of Vice Chairman from County of Pittsylvania Member Locality (see A&R Bylaws, Article VI, paragraph 4) C. General Expenditures Reports as of January 31, 2020, February 29, 2020 and March 31, 2020 – Kim Van Der Hyde, Director of Finance, Pittsylvania County D. Next Meeting Date/Time/Place 6. CLOSED SESSION [During the closed session, all matters discussed shall involve receiving advice from legal counsel, and as such all communications during the closed session shall be considered attorney-client privileged.] 3 A. As permitted by Virginia Code § 2.2-3711(A)(39) for discussion or consideration of records excluded under Virginia Code § 2.2-3705.6(3) (including without limitation (i) those certain confidential proprietary records voluntarily provided by private business pursuant to a promise of confidentiality from the Authority, and used by the Authority for business and trade development and (ii) those certain memoranda, working papers, or other information related to businesses that are considering locating or expanding in Virginia, prepared by the Authority, where competition or bargaining is involved and where disclosure of such information would adversely affect the financial interest of the Authority); such information being excluded from mandatory disclosure under Virginia Code § 2.2-3705.1(12) and Virginia Code § 2.2-3705.1(8) (appraisals and cost estimates of real property in one or more of the Authority’s projects subject to a proposed purchase, sale, or lease, prior to the completion of such purchase, sale, or lease); and B. As permitted by Virginia Code § 2.2-3711(A)(3) for discussion or consideration of the acquisition and/or the disposition of publicly held real property commonly known as the Southern Virginia Multimodal Park, in Hurt, Virginia, where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of the Authority; and C. As permitted by Virginia Code § 2.2-3711(A)(5) for discussion concerning a prospective business or industry or the expansion of an existing business or industry where no previous announcement has been made of the business' or industry's interest in locating or expanding its facilities in the community; and D. As permitted by Virginia Code §§ 2.2-3711(A)(7) and 2.2-3711(A)(8) for consultation with legal counsel and briefings by staff members or consultants pertaining to actual or probable litigation, where such consultation or briefing in open meeting would adversely affect the negotiating or litigating posture of the public body, and consultation with legal counsel employed or retained by a public body regarding specific legal matters requiring the provision of legal advice by such counsel. RETURN TO OPEN SESSION E. Confirmation of Motion and Vote to Reconvene in Open Meeting F. Motion to Certify Closed Meeting G. Consideration of Resolution No. 2020-04-24-6G, regarding settlement of certain additional matters related to Altavista’s withdrawal from the Authority – Ms. Burnett [NO WRITTEN RESOLUTION] 7. COMMUNICATIONS FROM:  Authority Staff  Authority Board Members 8. ADJOURN Resolution No. 2020-04-24-5A 1 A RESOLUTION APPROVING AND ADOPTING AMENDED AND RESTATED BYLAWS OF THE STAUNTON RIVER REGIONAL INDUSTRIAL FACILITY AUTHORITY, TO REMOVE THE TOWN OF ALTAVISTA, VIRGINIA, AS A MEMBER LOCALITY OF THE AUTHORITY, TO MAKE CONFORMING CHANGES IN CONNECTION THEREWITH AND CONSISTENT WITH THE AMENDED AND RESTATED COST AND REVENUE SHARING AGREEMENT AMONG THE REMAINING MEMBER LOCALITIES, AND TO CHANGE THE CHAIRMAN AND VICE CHAIRMAN ROTATIONS. WHEREAS, the Staunton River Regional Industrial Facility Authority (the “Authority”) is a political subdivision of the Commonwealth of Virginia duly created pursuant to the Virginia Regional Industrial Facilities Act, as amended; and WHEREAS, at its meeting on October 4, 2019, and by Resolution No. 2019-10-04-5A approved and adopted by the Board of the Authority (the “Board”) at such meeting, the Board approved the withdrawal of the Town of Altavista, Virginia (“Altavista”), as a Member Locality of the Authority; and WHEREAS, as a result of Altavista’s withdrawal as a Member Locality of the Authority, certain changes are necessary to the current Bylaws of the Authority, which were originally approved and adopted at the Authority’s organizational meeting held on February 8, 2019 (the “Bylaws”), (i) to remove Altavista as a Member Locality, (ii) to make conforming changes in connection therewith, and (ii) to change the Chairman and Vice Chairman rotations, all as shown in the redline of the Bylaws attached hereto as Exhibit A and incorporated herein by this reference (the “Amendments”); and WHEREAS, Article XIV (“Amendments”) of the Bylaws provides that the Bylaws “may be amended, repealed, or altered, in whole or in part, by a majority vote of the Board, at any regular meeting … or at any special meeting … , [provided] at least one (1) week advance written notice of such proposed amendment, repeal or alteration shall be given to directors and alternate directors”; and WHEREAS, at least one (1) week advance written notice of the Amendments was given to directors and alternate directors of the Board; and WHEREAS, the Board of Directors of the Authority has determined that it is in the best interests of the Authority and the citizens of its member localities for the Authority to approve the Amendments and to adopt and approve the Amended and Restated Bylaws of the Authority incorporating the Amendments, as set forth in Exhibit B attached hereto and incorporated herein by this reference (the “A&R Bylaws”). NOW, THEREFORE, BE IT RESOLVED, that 1. The Board hereby approves and adopts the Amendments and the A&R Bylaws. Resolution No. 2020-04-24-5A 2 3. The Authority hereby authorizes and directs staff and other agents and representatives working on behalf of the Authority to take such actions and to do all such things as they in their discretion deem necessary or appropriate in order to carry out the intent and purposes of these resolutions. 4. The Authority hereby approves, ratifies and confirms any and all actions previously taken by the Authority, its agents and representatives, with respect to the matters contemplated herein. 5. This Resolution shall take effect immediately upon its adoption. CERTIFICATE I, the undersigned Secretary of the Staunton River Regional Industrial Facility Authority, hereby certify that the foregoing is a true, correct and complete copy of a Resolution duly adopted by a majority of the Directors of the Staunton River Regional Industrial Facility Authority at its meeting duly called and held on April 24, 2020, and that such Resolution has not been repealed, revoked, rescinded or amended, but is in full force and effect on the date hereof. WITNESS my hand as Secretary of the Staunton River Regional Industrial Facility Authority as of the 24th day of April 2020: _________________________________________ Hollye M. Keesee Secretary, Staunton River Regional Industrial (SEAL) Facility Authority Resolution No. 2020-04-24-5A 1 Exhibit A (Redline of Bylaws) See attached. 1 AMENDED AND RESTATED BYLAWS OF STAUNTON RIVER REGIONAL INDUSTRIAL FACILITY AUTHORITY Adopted February 8, 2019 Revised April 24, 20201 ARTICLE I. PURPOSES AND POWERS Staunton River Regional Industrial Facility Authority (the “Authority”) shall be organized and operated in accordance with Title 15.2, Chapter 64 of the Code of Virginia, 1950, as amended, also known as the Virginia Regional Industrial Facilities Act (the “Act”), as the same may be amended from time to time. The Authority shall also comply with all lawful directives as may be mutually agreed its members: (i) the County of Pittsylvania, Virginia (the “Pittsylvania”); (ii) the Town of Hurt, Virginia (“Hurt”); and (iii) the Town of Altavista, Virginia ( “Altavista”); and (iv) the City of Danville, Virginia ( “(“Danville”). The general purpose of the Authority shall be to enhance the economic base of Pittsylvania, Hurt, Altavista and Danville by developing, owning, and operating one or more facilities on a cooperative basis involving such localities (each locality being hereinafter referred to as a “Member Locality” or collectively hereinafter referred to as “Member Localities”), including without limitation the specific purpose to develop the Southern Virginia Multimodal Park located in Pittsylvania County, and to develop one or more parcels within the boundaries of the Member Localities as regional industrial parks and for additional purpose of future development of other industrial properties or other reasons as permitted by the Act and as agreed upon by the Member Localities. The Authority shall have any and all powers under the Act, as the same may be amended from time to time. ARTICLE II. OFFICES 1. The principal office of the Authority shall be located within the boundaries of a Member Locality as designated by the Board of Directors of the Authority (the “Board”). 2. The title to all property of every kind belonging to the Authority shall be titled in the name of the Authority, which shall hold such title for the benefit of its Member Localities. 3. Except as otherwise required by resolution of the Authority, or as the business of the Authority may require, all of the books and records of the Authority shall be kept at the office to be designated as provided above. 1 The original Bylaws of the Authority were adopted by the Board of the Authority at its organizational meeting held on February 8, 2019 (the “Original Bylaws”). The Town of Altavista, Virginia (“Altavista”) was a Member Locality of the Authority under the Original Bylaws. Altavista’s Town Council approved and adopted a resolution on June 25, 2019, withdrawing as a Member Locality of the Authority, and the Board of the Authority approved such withdrawal by the adoption of a resolution at its meeting held on October 4, 2019. These Amended and Restated Bylaws are adopted to remove Altavista as a Member Locality and to make conforming changes in connection therewith and consistent with the Amended and Restated Cost and Revenue Sharing Agreement dated October 4, 2019, and they also change the Chairman and Vice Chairman rotations. 2 4. The minutes of the Authority shall be open and available for inspection as required by The Virginia Freedom of Information Act, Virginia Code §§ 2.2-3700 et seq., as amended. Draft minutes shall be made reasonably available within ten (10) business days of the meeting to which they relate. Final minutes shall be made reasonably available within three (3) business days of approval by the Board. ARTICLE III. MEMBERSHIP The Member Localities of the Authority are Pittsylvania, Hurt, Altavista, and Danville, each of which is a political subdivision of the Commonwealth of Virginia, and each of which is authorized by the Act to participate in the Authority. The membership may, with unanimous approval of the Board, be expanded as may be authorized in the Act. ARTICLE IV. MEMBER LOCALITY AGREEMENT 1. The Authority shall be governed by the Act, these Bylaws and by the Amended and Restated Staunton River Cost and Revenue Sharing Agreement among Pittsylvania County, Virginia, the Town of Hurt, Virginia, the Town of Altavista, Virginia, and the City of Danville, Virginia, dated as of December 28, 2018October 4, 2019, executed by the Governing Body of each Member Locality (the “Agreement”). The Agreement establishes the respective rights and obligations of the Member Localities and provides for revenue and economic growth-sharing arrangements with respect to tax revenues and other income and revenues generated by any facility owned by the Authority. 2. Without limiting the provisions of the Agreement, each Member Locality, through its county administrator, town manager, city manager or other respective designee, is authorized to incur, on behalf of the Authority, up to an aggregate amount of Ten Thousand Dollars ($10,000.00) in reasonable expenses, related to, or arising out of, (i) developing or testing the Authority’s projects for a particular business prospect or (ii) marketing to a particular business prospect. Prior to incurring any such expense under this paragraph, the Member Locality shall consult with the other Member Localities on such business prospect. Such expenses shall be reported to the Board at its next regular meeting for consideration and ratification. ARTICLE V. BOARD OF DIRECTORS 1. The powers, rights, and duties conferred by the Act upon the Authority shall be exercised by the Board, which shall consist of eight (8six (6) members, as follows: Pittsylvania: Two (2) members of the Board; Hurt: Two (2) members of the Board; Altavista: Two (2) members of the Board; and Danville: Two (2) members of the Board. In addition to the members of the Board, each Governing Body of each Member Locality shall select one (1) alternate director, to serve in the absence of a director appointed by the Governing Body of such Member Locality, in accordance with the provisions of these Bylaws. 3 2. Each Member Locality shall appoint to the Board (2) members according to paragraph 1 of this Article, from its Governing Body to serve an initial four (4) year term pursuant to the Act. Each Member Locality shall also appoint one (1) member from its Governing Body to serve an initial four (4) year term as an alternate director. Each appointee of a Governing Body shall be a resident of the Member Locality of that Governing Body. Notwithstanding the foregoing, so long as a Board member is otherwise qualified to serve in accordance with these Bylaws (i.e., is a member of the appointing Governing Body), such Board member shall hold office until a successor is duly appointed by the appropriate Governing Body. 3. In order to remain eligible as a director or alternate director of the Authority, such director or alternate director must be a current member of the Governing Body that appointed that director or alternate director. Once a director or alternate director of the Authority is no longer a member of the Governing Body, the Member Locality will appoint a new director or alternate director, as the case may be, from its Governing Body to fill the unexpired term of the vacating director or alternate director as the case may be. In the event of a vacating director, the alternate director from the same Member Locality shall serve until a replacement director is appointed by the Governing Body of such Member Locality, which shall have the authority to fill any such vacancies. 4. Each director or alternate director of the Board, before entering upon the discharge of the duties of the office, shall take and subscribe to the oath prescribed in Virginia Code § 49-1, as amended, and shall serve in compliance with the Act, these Bylaws and the Agreement. 5. In the absence of a director appointed by the Governing Body of a Member Locality, the alternate director of the same Member Locality may act in place of such absent director. The alternate director from one Member Locality shall not have the right to vote unless at least one (1) director from the same Member Locality is absent. 6. All powers and duties of the Authority shall be exercised and performed by the Board, acting by simple majority vote of those directors present at a meeting at which a quorum is present, except that no facilities owned by the Authority shall be leased or disposed of in any manner without a majority vote of the Board. A quorum shall consist of three (3two (2) directors (including any alternate director entitled to vote at such meeting) of the Board, where each of them represents a different Member Locality. For the purposes of determining quorum, an alternate director from one Member Locality shall not be counted unless a director of the same Member Locality is absent. No vacancy in the membership of the Board shall impair the right of a quorum to exercise all the rights and perform all the duties of the Board. 7. Members of the Board and alternate directors shall be reimbursed for actual and reasonable expenses incurred the performance of their duties from funds available to the Authority. 4 ARTICLE VI. OFFICERS 1. The Board shall elect from its directors a Chairman and a Vice Chairman. The director elected to the office of Chairman shall rotate each term of office from one Member Locality to each of the other Member Localities, beginning with Pittsylvania, next Hurt, next AltavistaDanville, and next DanvilleHurt and then repeating such rotation in the same order with Pittsylvania, next Hurt, next AltavistaDanville, and next DanvilleHurt. 2. The term of office for the officers shall be for the calendar year in which they are elected, and shall continue until their successors are elected. 3. The duties of the Chairman shall be to preside at meetings of the Authority; to prepare the agenda for any and all meetings, and to make a copy of such agenda available to the Secretary for the purpose of providing notice of special meetings as hereinafter provided; to call special meetings; to call special elections; to appoint committees as may be deemed appropriate to carry out the intents and purposes of the Authority; to be ex officio a member of all committees; to sign, with the Secretary or any other proper officer of the Authority authorized by the Board, any documents or instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer of the Authority, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board from time to time. The Chairman shall have an equal vote with the other directors, and shall not have a second, tie-breaking vote on any question. 4. The Vice Chairman shall, in the absence or disability of the Chairman, perform the duties imposed upon the Chairman and exercise the powers granted to the Chairman, including without limitation those duties and powers set forth in these Bylaws. The director elected to the office of Vice Chairman shall not be from the same Member Locality as that of the Chairman and shall rotate each term of office from one Member Locality to each of the other Member Localities, beginning with Hurt, next Altavista, next DanvillePittsylvania, and next PittsylvaniaDanville and then repeating such rotation in the same order with Hurt, next Altavista, next DanvillePittsylvania, and next PittsylvaniaDanville. 5. The Board shall appoint a Secretary and a Treasurer from the Authority’s staff, which may include staff provided by a Member Locality or other persons employed or contracted by the Authority. The offices of Secretary and Treasurer may be held by the same person. If a person serving as Secretary or Treasurer ceases to be staff of a Member Locality, such person shall not be disqualified from serving as Secretary or Treasurer and shall continue to serve the remainder of the term of office unless such person is sooner removed or resigns from such office. a. The duties of the Secretary shall be to take the minutes of the meetings of the Board; to have custody of all records of the Authority; to have custody of the Seal of the Authority and to ensure that the Seal of the Authority is affixed to all documents or instruments, the execution of which on behalf of the Authority under its Seal is duly authorized by the Board; to sign with the Chairman (or the Vice Chairman, as the case may be) any documents or 5 instruments which the Board has authorized to be executed; to ensure that all notices are duly given as required by law, these Bylaws or by the Board; to call meetings of the Board to order in the absence of the Chairman and the Vice Chairman, and thereupon to conduct an election for a temporary presiding officer for that meeting; and in general to perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board. In the absence of the Secretary, the Chairman shall appoint a director or alternate director or shall direct a member of the Authority’s staff to be responsible for the preparation of detailed minutes of any meeting. b. The duties and authority of the Treasurer shall include: (a) the duty to keep suitable records of all financial transactions of the Authority; (b) the authority to arrange for the preparation of any audits of the financial records of the Authority, as may be directed by the Board; (c) the duty and authority to have charge and custody of all funds and arrange for their investment and deposit in the name of the Authority when authorized by the Board; (d) the duty and the authority, in the absence of the Secretary, to perform all duties of the Secretary, except for those certain other duties which the Chairman, under the Bylaws, delegates to a director, alternate director, officer or staff member in the Secretary’s absence; and (e) in general, the duty and the authority to perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board. The Treasurer shall give bond in such sum as may be fixed by the Board with surety to be approved by the Board. The cost of such surety shall be paid by the Authority. ARTICLE VII. ELECTIONS OR APPOINTMENT OF OFFICERS 1. Regular elections or appointment of officers shall be held at the regular meeting of the Board in January of each year. 2. Special elections of officers in order to fill vacancies or to fill newly created offices shall be held (i) at a regular meeting duly called or (ii) at a special meeting designated by the Chairman, but only after notice of such special meeting, as provided in Paragraph 3 of Article VIII (“Meetings”), has been given. ARTICLE VIII. MEETINGS 1. The Board shall determine the times and places of its regular meetings, but shall meet at least, for its annual meeting, as set forth in Paragraph 2 below. Regular meetings of the Board shall be open to the public (unless otherwise provided under Virginia Code § 2.2-3711, as amended or successor provision). Regular meetings shall be held in Pittsylvania, Hurt, Altavista or Danville upon call of the Chairman or as otherwise provided in these Bylaws. At a regular meeting, any business may be brought before the Board, whether or not that business is set forth in the notice of regular meeting. In the event that the date of any regular meeting determined by the Board is a date on which any one or more of the Member Localities’ administrative offices are closed for business, the regular meeting shall be held on the next date on which all the Member Localities’ administrative offices are open for business. At the regular meeting of the Board in January, the Board shall elect or appoint its officers to serve for that calendar year. 6 2. The annual meeting of the Board shall take place at the regular meeting of the Board in July of each year, at such place, time, and date as may be established by the Board or the Chairman. Each Member Locality shall make its appointments prior to such annual meeting so that the membership of the Board will be complete for such annual meeting. 3. Special meetings of the Board may be called by the Chairman at the request of (a) any two (2) directors; (b) two (2) alternate directors; or (c) one (1) director and one (1) alternate director, so long as those two (2) persons requesting the special meeting represent different Member Localities. Such request shall be in writing, which may be by email to the Chairman at the email address of record, and shall specify the time and place of the special meeting and the matters to be considered at the special meeting. No matter not specified in the notice of special meeting shall be considered at such special meeting unless all directors (or an alternate director acting in lieu of an absent director) of the Board are present. Special meetings shall be open to the public (unless otherwise permitted under Virginia Code § 2.2-3711, as amended or successor provision). 4. Notices of both regular and special meetings shall be mailed by the Secretary to each member of the Board not less than three (3) business days before any such meeting; and notices of special meetings shall state the purposes thereof. All notices required herein shall state the date, time, and location of the meeting and shall be delivered by hand, United States mail, or a private courier service which provides evidence of receipt as part of its service to the address of record of all directors and alternate directors. A notice given hereunder shall be deemed given on the date of hand delivery, deposit with the United States Postal Service properly addressed and postage prepaid, or delivery to a courier service properly addressed with all charges prepaid, as appropriate. Any notice required herein may be waived in writing by the party entitled to such notice, and such waiver may specify that notice may be given to such party electronically (including without limitation by email or access to a website) in lieu of other means of delivery. At the time that any such notice is given to the directors and alternate directors, a copy of such notice shall be posted (i) in a prominent location at which notices are regularly posted, and (ii) at the office of the clerk of the Authority, currently at 1 Center Street, Chatham, Virginia. A copy of any agenda materials or other information included with the notice to the directors and alternate directors (other than materials exempt from disclosure under The Virginia Freedom of Information Act, Virginia Code §§ 2.2-3700, et seq., as amended) shall be posted or made available with the copy of such notice. Notice may also be posted electronically on the Authority’s website or otherwise, but such posting shall not be required. At least one (1) copy of the agenda materials or other information given at the meeting to the directors and alternate directors (other than materials exempt from disclosure under The Virginia Freedom of Information Act, Virginia Code §§ 2.2-3700, et seq., as amended) shall be made open and available for inspection at the meeting. Attendance of a director or alternate director at a meeting shall constitute a waiver of notice of such meeting, except where a director or alternate director attends for the express purpose of objecting to the sufficiency of the notice given or to the lack of notice. 7 5. Formal action shall be taken by the Board only at open meeting sessions, and such sessions shall be open to the public. 6. The vote on the adoption of every resolution, any proposals creating a liability, or for the appropriation or expenditure of funds shall be by yeas or nays, and whenever the vote is not unanimous, the names of the directors (or alternate directors, where permitted under these Bylaws) voting for and of those voting against such action shall be entered upon the minutes. 7. Unless otherwise provided, procedure at meetings shall follow Robert’s Rules of Order as then revised. 8. When approved, all minutes shall be signed by the Secretary and the presiding officer of the particular meeting. 9. All actions of the Board requiring the approval of an expenditure will be accompanied by a budget reference and/or funding source. 10. No item will be added to the agenda of a Board meeting without the unanimous consent of the Board members present. ARTICLE IX. REQUIRED REPORTS 1. Annual Reports. The Board shall report to the Governing Body of each Member Locality annually, on or before the last March meeting of the Governing Body, on the activities of the Authority. In addition to oral presentation at the meeting, a written annual report shall be provided prior to the meeting and shall contain, at a minimum, the following information: a. A financial update through December 31 of the current fiscal year; b. After completion of the first fiscal year, an audited financial report showing expenditures and revenues and a statement showing financial condition at the end of the preceding fiscal year; c. A written report, approved by the Board, of the activities and accomplishments of the Authority and recommendations regarding future activities of the Authority; and d. A list of tenants, purchasers or other persons occupying the Southern Virginia Multimodal Park and any other regional industrial facilities developed by the Authority. 2. Special Reports. Upon written request of the Governing Body of any Member Locality, the Board shall report to such Governing Body within thirty (30) days of receipt of such request or within a longer period if so provided in such request. The special report shall describe the activities and financial status of the Authority within the six (6) month period 8 immediately preceding the request, or as otherwise specified in the request and shall be furnished to each Member Locality. A written report shall be provided if requested. ARTICLE X. FUNDING Funding of the Authority shall be by appropriation as decided from time to time by the Governing Bodies of the Member Localities and from such other sources as are identified in the Agreement. ARTICLE XI. STAFF The Board may hire such employees as are necessary to accomplish the purposes and powers of the Authority. ARTICLE XII. OFFICIAL SEAL The Seal of the Authority shall show the name of the Authority, the name of the Commonwealth, and the year of its formation; i.e., “STAUNTON RIVER REGIONAL INDUSTRIAL FACILITY AUTHORITY - VIRGINIA - 2018”. ARTICLE XIII. FISCAL YEAR The fiscal year of the Authority shall be from July 1 until June 30 of the following year. ARTICLE XIV. AMENDMENTS Except as otherwise provided by law, these Bylaws may be amended, repealed, or altered, in whole or in part, by a majority vote of the Board, at any regular meeting of the Board, or at any special meeting where such action has been announced in the call and notice of such meeting; however, instead of the time frame described in Paragraph 3 of Article VIII (“Meetings”) above, at least one (1) week advance written notice of such proposed amendment, repeal or alteration shall be given the directors and alternate directors. The undersigned hereby certify that the foregoing are the Amended and Restated Bylaws adopted by the Board of Directors at its initial meeting held on February 8, 2019April 24, 2020. ____________________________________ Secretary *The footnotes and annotations do not constitute part of these Bylaws and are provided for convenience only. Resolution No. 2020-04-24-5A 1 Exhibit B (Amended and Restated Bylaws) See attached. 1 AMENDED AND RESTATED BYLAWS OF STAUNTON RIVER REGIONAL INDUSTRIAL FACILITY AUTHORITY Adopted February 8, 2019 Revised April 24, 20201 ARTICLE I. PURPOSES AND POWERS Staunton River Regional Industrial Facility Authority (the “Authority”) shall be organized and operated in accordance with Title 15.2, Chapter 64 of the Code of Virginia, 1950, as amended, also known as the Virginia Regional Industrial Facilities Act (the “Act”), as the same may be amended from time to time. The Authority shall also comply with all lawful directives as may be mutually agreed its members: (i) the County of Pittsylvania, Virginia (the “Pittsylvania”); (ii) the Town of Hurt, Virginia (“Hurt”); and (iii) the City of Danville, Virginia (“Danville”). The general purpose of the Authority shall be to enhance the economic base of Pittsylvania, Hurt, and Danville by developing, owning, and operating one or more facilities on a cooperative basis involving such localities (each locality being hereinafter referred to as a “Member Locality” or collectively hereinafter referred to as “Member Localities”), including without limitation the specific purpose to develop the Southern Virginia Multimodal Park located in Pittsylvania County, and to develop one or more parcels within the boundaries of the Member Localities as regional industrial parks and for additional purpose of future development of other industrial properties or other reasons as permitted by the Act and as agreed upon by the Member Localities. The Authority shall have any and all powers under the Act, as the same may be amended from time to time. ARTICLE II. OFFICES 1. The principal office of the Authority shall be located within the boundaries of a Member Locality as designated by the Board of Directors of the Authority (the “Board”). 2. The title to all property of every kind belonging to the Authority shall be titled in the name of the Authority, which shall hold such title for the benefit of its Member Localities. 3. Except as otherwise required by resolution of the Authority, or as the business of the Authority may require, all of the books and records of the Authority shall be kept at the office to be designated as provided above. 1 The original Bylaws of the Authority were adopted by the Board of the Authority at its organizational meeting held on February 8, 2019 (the “Original Bylaws”). The Town of Altavista, Virginia (“Altavista”) was a Member Locality of the Authority under the Original Bylaws. Altavista’s Town Council approved and adopted a resolution on June 25, 2019, withdrawing as a Member Locality of the Authority, and the Board of the Authority approved such withdrawal by the adoption of a resolution at its meeting held on October 4, 2019. These Amended and Restated Bylaws are adopted to remove Altavista as a Member Locality and to make conforming changes in connection therewith and consistent with the Amended and Restated Cost and Revenue Sharing Agreement dated October 4, 2019, and they also change the Chairman and Vice Chairman rotations. 2 4. The minutes of the Authority shall be open and available for inspection as required by The Virginia Freedom of Information Act, Virginia Code §§ 2.2-3700 et seq., as amended. Draft minutes shall be made reasonably available within ten (10) business days of the meeting to which they relate. Final minutes shall be made reasonably available within three (3) business days of approval by the Board. ARTICLE III. MEMBERSHIP The Member Localities of the Authority are Pittsylvania, Hurt, and Danville, each of which is a political subdivision of the Commonwealth of Virginia, and each of which is authorized by the Act to participate in the Authority. The membership may, with unanimous approval of the Board, be expanded as may be authorized in the Act. ARTICLE IV. MEMBER LOCALITY AGREEMENT 1. The Authority shall be governed by the Act, these Bylaws and by the Amended and Restated Staunton River Cost and Revenue Sharing Agreement among Pittsylvania County, Virginia, the Town of Hurt, Virginia, and the City of Danville, Virginia, dated as of October 4, 2019, executed by the Governing Body of each Member Locality (the “Agreement”). The Agreement establishes the respective rights and obligations of the Member Localities and provides for revenue and economic growth-sharing arrangements with respect to tax revenues and other income and revenues generated by any facility owned by the Authority. 2. Without limiting the provisions of the Agreement, each Member Locality, through its county administrator, town manager, city manager or other respective designee, is authorized to incur, on behalf of the Authority, up to an aggregate amount of Ten Thousand Dollars ($10,000.00) in reasonable expenses, related to, or arising out of, (i) developing or testing the Authority’s projects for a particular business prospect or (ii) marketing to a particular business prospect. Prior to incurring any such expense under this paragraph, the Member Locality shall consult with the other Member Localities on such business prospect. Such expenses shall be reported to the Board at its next regular meeting for consideration and ratification. ARTICLE V. BOARD OF DIRECTORS 1. The powers, rights, and duties conferred by the Act upon the Authority shall be exercised by the Board, which shall consist of six (6) members, as follows: Pittsylvania: Two (2) members of the Board; Hurt: Two (2) members of the Board; and Danville: Two (2) members of the Board. In addition to the members of the Board, each Governing Body of each Member Locality shall select one (1) alternate director, to serve in the absence of a director appointed by the Governing Body of such Member Locality, in accordance with the provisions of these Bylaws. 3 2. Each Member Locality shall appoint to the Board (2) members according to paragraph 1 of this Article, from its Governing Body to serve an initial four (4) year term pursuant to the Act. Each Member Locality shall also appoint one (1) member from its Governing Body to serve an initial four (4) year term as an alternate director. Each appointee of a Governing Body shall be a resident of the Member Locality of that Governing Body. Notwithstanding the foregoing, so long as a Board member is otherwise qualified to serve in accordance with these Bylaws (i.e., is a member of the appointing Governing Body), such Board member shall hold office until a successor is duly appointed by the appropriate Governing Body. 3. In order to remain eligible as a director or alternate director of the Authority, such director or alternate director must be a current member of the Governing Body that appointed that director or alternate director. Once a director or alternate director of the Authority is no longer a member of the Governing Body, the Member Locality will appoint a new director or alternate director, as the case may be, from its Governing Body to fill the unexpired term of the vacating director or alternate director as the case may be. In the event of a vacating director, the alternate director from the same Member Locality shall serve until a replacement director is appointed by the Governing Body of such Member Locality, which shall have the authority to fill any such vacancies. 4. Each director or alternate director of the Board, before entering upon the discharge of the duties of the office, shall take and subscribe to the oath prescribed in Virginia Code § 49-1, as amended, and shall serve in compliance with the Act, these Bylaws and the Agreement. 5. In the absence of a director appointed by the Governing Body of a Member Locality, the alternate director of the same Member Locality may act in place of such absent director. The alternate director from one Member Locality shall not have the right to vote unless at least one (1) director from the same Member Locality is absent. 6. All powers and duties of the Authority shall be exercised and performed by the Board, acting by simple majority vote of those directors present at a meeting at which a quorum is present, except that no facilities owned by the Authority shall be leased or disposed of in any manner without a majority vote of the Board. A quorum shall consist of two (2) directors (including any alternate director entitled to vote at such meeting) of the Board, where each of them represents a different Member Locality. For the purposes of determining quorum, an alternate director from one Member Locality shall not be counted unless a director of the same Member Locality is absent. No vacancy in the membership of the Board shall impair the right of a quorum to exercise all the rights and perform all the duties of the Board. 7. Members of the Board and alternate directors shall be reimbursed for actual and reasonable expenses incurred the performance of their duties from funds available to the Authority. 4 ARTICLE VI. OFFICERS 1. The Board shall elect from its directors a Chairman and a Vice Chairman. The director elected to the office of Chairman shall rotate each term of office from one Member Locality to each of the other Member Localities, beginning with Pittsylvania, next Danville, and next Hurt and then repeating such rotation in the same order with Pittsylvania, next Danville, and next Hurt. 2. The term of office for the officers shall be for the calendar year in which they are elected, and shall continue until their successors are elected. 3. The duties of the Chairman shall be to preside at meetings of the Authority; to prepare the agenda for any and all meetings, and to make a copy of such agenda available to the Secretary for the purpose of providing notice of special meetings as hereinafter provided; to call special meetings; to call special elections; to appoint committees as may be deemed appropriate to carry out the intents and purposes of the Authority; to be ex officio a member of all committees; to sign, with the Secretary or any other proper officer of the Authority authorized by the Board, any documents or instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer of the Authority, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board from time to time. The Chairman shall have an equal vote with the other directors, and shall not have a second, tie-breaking vote on any question. 4. The Vice Chairman shall, in the absence or disability of the Chairman, perform the duties imposed upon the Chairman and exercise the powers granted to the Chairman, including without limitation those duties and powers set forth in these Bylaws. The director elected to the office of Vice Chairman shall not be from the same Member Locality as that of the Chairman and shall rotate each term of office from one Member Locality to each of the other Member Localities, beginning with Hurt, next Pittsylvania, and next Danville and then repeating such rotation in the same order with Hurt, next Pittsylvania, and next Danville. 5. The Board shall appoint a Secretary and a Treasurer from the Authority’s staff, which may include staff provided by a Member Locality or other persons employed or contracted by the Authority. The offices of Secretary and Treasurer may be held by the same person. If a person serving as Secretary or Treasurer ceases to be staff of a Member Locality, such person shall not be disqualified from serving as Secretary or Treasurer and shall continue to serve the remainder of the term of office unless such person is sooner removed or resigns from such office. a. The duties of the Secretary shall be to take the minutes of the meetings of the Board; to have custody of all records of the Authority; to have custody of the Seal of the Authority and to ensure that the Seal of the Authority is affixed to all documents or instruments, the execution of which on behalf of the Authority under its Seal is duly authorized by the Board; to sign with the Chairman (or the Vice Chairman, as the case may be) any documents or instruments which the Board has authorized to be executed; to ensure that all notices are duly 5 given as required by law, these Bylaws or by the Board; to call meetings of the Board to order in the absence of the Chairman and the Vice Chairman, and thereupon to conduct an election for a temporary presiding officer for that meeting; and in general to perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board. In the absence of the Secretary, the Chairman shall appoint a director or alternate director or shall direct a member of the Authority’s staff to be responsible for the preparation of detailed minutes of any meeting. b. The duties and authority of the Treasurer shall include: (a) the duty to keep suitable records of all financial transactions of the Authority; (b) the authority to arrange for the preparation of any audits of the financial records of the Authority, as may be directed by the Board; (c) the duty and authority to have charge and custody of all funds and arrange for their investment and deposit in the name of the Authority when authorized by the Board; (d) the duty and the authority, in the absence of the Secretary, to perform all duties of the Secretary, except for those certain other duties which the Chairman, under the Bylaws, delegates to a director, alternate director, officer or staff member in the Secretary’s absence; and (e) in general, the duty and the authority to perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board. The Treasurer shall give bond in such sum as may be fixed by the Board with surety to be approved by the Board. The cost of such surety shall be paid by the Authority. ARTICLE VII. ELECTIONS OR APPOINTMENT OF OFFICERS 1. Regular elections or appointment of officers shall be held at the regular meeting of the Board in January of each year. 2. Special elections of officers in order to fill vacancies or to fill newly created offices shall be held (i) at a regular meeting duly called or (ii) at a special meeting designated by the Chairman, but only after notice of such special meeting, as provided in Paragraph 3 of Article VIII (“Meetings”), has been given. ARTICLE VIII. MEETINGS 1. The Board shall determine the times and places of its regular meetings, but shall meet at least, for its annual meeting, as set forth in Paragraph 2 below. Regular meetings of the Board shall be open to the public (unless otherwise provided under Virginia Code § 2.2-3711, as amended or successor provision). Regular meetings shall be held in Pittsylvania, Hurt, or Danville upon call of the Chairman or as otherwise provided in these Bylaws. At a regular meeting, any business may be brought before the Board, whether or not that business is set forth in the notice of regular meeting. In the event that the date of any regular meeting determined by the Board is a date on which any one or more of the Member Localities’ administrative offices are closed for business, the regular meeting shall be held on the next date on which all the Member Localities’ administrative offices are open for business. At the regular meeting of the Board in January, the Board shall elect or appoint its officers to serve for that calendar year. 6 2. The annual meeting of the Board shall take place at the regular meeting of the Board in July of each year, at such place, time, and date as may be established by the Board or the Chairman. Each Member Locality shall make its appointments prior to such annual meeting so that the membership of the Board will be complete for such annual meeting. 3. Special meetings of the Board may be called by the Chairman at the request of (a) any two (2) directors; (b) two (2) alternate directors; or (c) one (1) director and one (1) alternate director, so long as those two (2) persons requesting the special meeting represent different Member Localities. Such request shall be in writing, which may be by email to the Chairman at the email address of record, and shall specify the time and place of the special meeting and the matters to be considered at the special meeting. No matter not specified in the notice of special meeting shall be considered at such special meeting unless all directors (or an alternate director acting in lieu of an absent director) of the Board are present. Special meetings shall be open to the public (unless otherwise permitted under Virginia Code § 2.2-3711, as amended or successor provision). 4. Notices of both regular and special meetings shall be mailed by the Secretary to each member of the Board not less than three (3) business days before any such meeting; and notices of special meetings shall state the purposes thereof. All notices required herein shall state the date, time, and location of the meeting and shall be delivered by hand, United States mail, or a private courier service which provides evidence of receipt as part of its service to the address of record of all directors and alternate directors. A notice given hereunder shall be deemed given on the date of hand delivery, deposit with the United States Postal Service properly addressed and postage prepaid, or delivery to a courier service properly addressed with all charges prepaid, as appropriate. Any notice required herein may be waived in writing by the party entitled to such notice, and such waiver may specify that notice may be given to such party electronically (including without limitation by email or access to a website) in lieu of other means of delivery. At the time that any such notice is given to the directors and alternate directors, a copy of such notice shall be posted (i) in a prominent location at which notices are regularly posted, and (ii) at the office of the clerk of the Authority, currently at 1 Center Street, Chatham, Virginia. A copy of any agenda materials or other information included with the notice to the directors and alternate directors (other than materials exempt from disclosure under The Virginia Freedom of Information Act, Virginia Code §§ 2.2-3700, et seq., as amended) shall be posted or made available with the copy of such notice. Notice may also be posted electronically on the Authority’s website or otherwise, but such posting shall not be required. At least one (1) copy of the agenda materials or other information given at the meeting to the directors and alternate directors (other than materials exempt from disclosure under The Virginia Freedom of Information Act, Virginia Code §§ 2.2-3700, et seq., as amended) shall be made open and available for inspection at the meeting. Attendance of a director or alternate director at a meeting shall constitute a waiver of notice of such meeting, except where a director or alternate director attends for the express purpose of objecting to the sufficiency of the notice given or to the lack of notice. 7 5. Formal action shall be taken by the Board only at open meeting sessions, and such sessions shall be open to the public. 6. The vote on the adoption of every resolution, any proposals creating a liability, or for the appropriation or expenditure of funds shall be by yeas or nays, and whenever the vote is not unanimous, the names of the directors (or alternate directors, where permitted under these Bylaws) voting for and of those voting against such action shall be entered upon the minutes. 7. Unless otherwise provided, procedure at meetings shall follow Robert’s Rules of Order as then revised. 8. When approved, all minutes shall be signed by the Secretary and the presiding officer of the particular meeting. 9. All actions of the Board requiring the approval of an expenditure will be accompanied by a budget reference and/or funding source. 10. No item will be added to the agenda of a Board meeting without the unanimous consent of the Board members present. ARTICLE IX. REQUIRED REPORTS 1. Annual Reports. The Board shall report to the Governing Body of each Member Locality annually, on or before the last March meeting of the Governing Body, on the activities of the Authority. In addition to oral presentation at the meeting, a written annual report shall be provided prior to the meeting and shall contain, at a minimum, the following information: a. A financial update through December 31 of the current fiscal year; b. After completion of the first fiscal year, an audited financial report showing expenditures and revenues and a statement showing financial condition at the end of the preceding fiscal year; c. A written report, approved by the Board, of the activities and accomplishments of the Authority and recommendations regarding future activities of the Authority; and d. A list of tenants, purchasers or other persons occupying the Southern Virginia Multimodal Park and any other regional industrial facilities developed by the Authority. 2. Special Reports. Upon written request of the Governing Body of any Member Locality, the Board shall report to such Governing Body within thirty (30) days of receipt of such request or within a longer period if so provided in such request. The special report shall describe the activities and financial status of the Authority within the six (6) month period 8 immediately preceding the request, or as otherwise specified in the request and shall be furnished to each Member Locality. A written report shall be provided if requested. ARTICLE X. FUNDING Funding of the Authority shall be by appropriation as decided from time to time by the Governing Bodies of the Member Localities and from such other sources as are identified in the Agreement. ARTICLE XI. STAFF The Board may hire such employees as are necessary to accomplish the purposes and powers of the Authority. ARTICLE XII. OFFICIAL SEAL The Seal of the Authority shall show the name of the Authority, the name of the Commonwealth, and the year of its formation; i.e., “STAUNTON RIVER REGIONAL INDUSTRIAL FACILITY AUTHORITY - VIRGINIA - 2018”. ARTICLE XIII. FISCAL YEAR The fiscal year of the Authority shall be from July 1 until June 30 of the following year. ARTICLE XIV. AMENDMENTS Except as otherwise provided by law, these Bylaws may be amended, repealed, or altered, in whole or in part, by a majority vote of the Board, at any regular meeting of the Board, or at any special meeting where such action has been announced in the call and notice of such meeting; however, instead of the time frame described in Paragraph 3 of Article VIII (“Meetings”) above, at least one (1) week advance written notice of such proposed amendment, repeal or alteration shall be given the directors and alternate directors. The undersigned hereby certify that the foregoing are the Amended and Restated Bylaws adopted by the Board of Directors at its meeting held on April 24, 2020. ____________________________________ Secretary *The footnotes and annotations do not constitute part of these Bylaws and are provided for convenience only. Cash Current YTD Balance Rev/Exp Rev/Exp Budget Balance Cash Balance-July 1, 2019*60,455.06 Funding Locality Contributions: City of Danville - 23,000.00 23,000.00 - Pittsylvania County - 50,000.00 50,000.00 - Town of Altavista - - 23,000.00 **23,000.00 Town of Hurt - 4,000.00 4,000.00 - Interest 3.61 28.51 - - Total Funding 3.61 77,028.51 100,000.00 23,000.00 Expense Accounting-Audit Fees - 4,000.00 5,200.00 1,200.00 Legal Fees 402.50 6,728.00 40,000.00 33,272.00 Land Option Fee - 40,000.00 50,000.00 10,000.00 Postage, Mailing Service - - 100.00 100.00 Supplies 5.80 1,200.00 1,194.20 Meetings and Incidentals - 345.92 675.00 329.08 Insurance 1,625.00 1,625.00 - Unobligated - 1,200.00 1,200.00 Total Expense 402.50 52,704.72 100,000.00 47,295.28 Net Income (398.89) 24,323.79 Cash on Hand 84,778.85 *Restated to account for Prior Yr Cost **Amount not yet received Staunton River Regional Industrial Facility Authority General Expenditures for Fiscal Year 2020 As of January 31, 2020 Cash Current YTD Balance Rev/Exp Rev/Exp Budget Balance Cash Balance-July 1, 2019*60,455.06 Funding Locality Contributions: City of Danville - 23,000.00 23,000.00 - Pittsylvania County - 50,000.00 50,000.00 - Town of Altavista - - 23,000.00 **23,000.00 Town of Hurt - 4,000.00 4,000.00 - Interest 0.85 29.36 - - Total Funding 0.85 77,029.36 100,000.00 23,000.00 Expense Accounting-Audit Fees - 4,000.00 5,200.00 1,200.00 Legal Fees 138.00 6,866.00 40,000.00 33,134.00 Land Option Fee - 40,000.00 50,000.00 10,000.00 Postage, Mailing Service - - 100.00 100.00 Supplies 966.81 972.61 1,200.00 227.39 Meetings and Incidentals - 345.92 675.00 329.08 Insurance 1,625.00 1,625.00 - Unobligated - 1,200.00 1,200.00 Total Expense 1,104.81 53,809.53 100,000.00 46,190.47 Net Income (1,103.96) 23,219.83 Cash on Hand 83,674.89 *Restated to account for Prior Yr Cost **Amount not yet received Staunton River Regional Industrial Facility Authority General Expenditures for Fiscal Year 2020 As of February 29, 2020 Cash Current YTD Balance Rev/Exp Rev/Exp Budget Balance Cash Balance-July 1, 2019*60,455.06 Funding Locality Contributions: City of Danville - 23,000.00 23,000.00 - Pittsylvania County - 50,000.00 50,000.00 - Town of Altavista - - 23,000.00 **23,000.00 Town of Hurt - 4,000.00 4,000.00 - Interest 0.69 30.05 - - Total Funding 0.69 77,030.05 100,000.00 23,000.00 Expense Accounting-Audit Fees - 4,000.00 5,200.00 1,200.00 Legal Fees 2,579.00 9,445.00 40,000.00 30,555.00 Land Option Fee - 40,000.00 50,000.00 10,000.00 Postage, Mailing Service - - 100.00 100.00 Supplies - 972.61 1,200.00 227.39 Meetings and Incidentals - 345.92 675.00 329.08 Insurance - 1,625.00 1,625.00 - Unobligated - - 1,200.00 1,200.00 Total Expense 2,579.00 56,388.53 100,000.00 43,611.47 Net Income (2,578.31) 20,641.52 Cash on Hand 81,096.58 *Restated to account for Prior Yr Cost **Amount not yet received Staunton River Regional Industrial Facility Authority General Expenditures for Fiscal Year 2020 As of March 31, 2020