                                 CODE OF VIRGINIA

DIRECTORS; QUALIFICATIONS; TERMS; VACANCIES; COMPENSATION AND EXPENSES; QUORUM;
RECORDS; CERTIFICATION AND DISTRIBUTION OF REPORT CONCERNING BOND ISSUANCE (§
15.2-4904)

A. The authority shall be governed by a board of directors in which all powers
of the authority shall be vested and which board shall be composed of seven
directors, appointed by the governing body of the locality. The seven directors
shall be appointed initially for terms of one, two, three, and four years; two
being appointed for one-year terms; two being appointed for two-year terms; two
being appointed for three-year terms, and one 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. All
terms of office shall be deemed to commence upon the date of the initial
appointment to the authority, and thereafter, in accordance with the provisions
of the immediately preceding sentence. If at the end of any term of office of
any director a successor thereto has not been appointed, then the director whose
term of office has expired shall continue to hold office until his successor is
appointed and qualified.
			Notwithstanding the provisions of this subsection, the board of supervisors
of Wise County may appoint eight members to serve on the board of the authority,
with terms staggered as agreed upon by the board of supervisors; the board of
supervisors of Henrico County may appoint 10 members to serve on the board of
the authority, two from each magisterial district, with terms staggered as
agreed upon by the board of supervisors; the board of supervisors of Roanoke
County may appoint 10 members to serve on the board of the authority, two from
each magisterial district, with terms staggered as agreed upon by the board of
supervisors; the board of supervisors of Mathews County may appoint from five to
seven members to serve on the board of the authority; the town council of the
Town of Louisa may appoint from five to seven members to serve on the board of
the authority, with terms staggered as agreed upon by the town council; the
board of supervisors of King William County may appoint nine members to serve on
the board of the authority, with terms staggered as agreed upon by the board of
supervisors; the town council of the Town of Saint Paul may appoint 10 members
to serve on the board of the authority, with terms staggered as agreed upon by
the town council; however, the town council of the Town of Saint Paul may at its
option return to a seven-member board by removing the last three members
appointed; the board of supervisors of Russell County may appoint nine members,
which shall consist of two members from the governing body of a town that has
used its borrowing capacity to borrow $2 million or more for industrial
development and such other members as the board of supervisors shall agree upon,
with terms staggered as agreed upon by the board of supervisors, and the town
council of the Town of South Boston shall appoint two at-large members; Page
County may appoint nine members, with one member from each incorporated town,
one member from each magisterial district, and one member at-large, with terms
staggered as agreed upon by the board of supervisors; Halifax County shall
appoint five at-large members to serve on the board of the authority jointly
created by the Town of South Boston and Halifax County pursuant to &#xA7;
15.2-4916, with terms staggered as agreed upon by the governing bodies of the
Town of South Boston and Halifax County in the concurrent resolutions creating
such authority; the board of supervisors of Goochland County may appoint five
members to serve on the board of the authority; the board of supervisors of
Powhatan County may appoint five members to serve on the board of the authority;
the town council of the Town of Coeburn may appoint five members to serve on the
board of the authority, with terms staggered as agreed upon by the town council;
the town council of the Town of Kenbridge may appoint five members to serve on
the board of the authority, with terms staggered as agreed upon by the town
council; the town council of the Town of Victoria may appoint five members to
serve on the board of the authority, with terms staggered as agreed upon by the
town council; the city council of Suffolk may appoint eight members to serve on
the board of the authority, with one member from each of the boroughs and one
at-large member, with terms staggered as agreed upon by the city council; the
City of Lexington may appoint from five to seven members to serve on the board
of the authority, with terms staggered as agreed upon by the city council; and
the City of Chesapeake may appoint nine members, with terms staggered as agreed
upon by the city council; however, in the City of Chesapeake, after July 1,
2017, no member shall serve more than two consecutive terms. Any person who has
served more than one and one-half terms as a member of the Chesapeake Economic
Development Authority as of July 1, 2017, shall not be eligible for
reappointment for another consecutive term. A member of the Chesapeake Economic
Development Authority shall serve at the pleasure of the city council of the
City of Chesapeake. No Chesapeake Economic Development Authority member shall
work for the Authority within one year after serving as a member. The city
council of the City of Norfolk may appoint 11 members, with terms staggered as
agreed upon by the city council, and the board of supervisors of Louisa County
may appoint directors to serve on the board of the authority for terms
coincident with members of the board of supervisors.
			A member of the board of directors of the authority may be removed from
office by the local governing body without limitation in the event that the
board member is absent from any three consecutive meetings of the authority or
is absent from any four meetings of the authority within any 12-month period or
upon unanimous vote of the board of supervisors. In any such event, a successor
shall be appointed by the governing body for the unexpired portion of the term
of the member who has been removed.

B. Each director shall, upon appointment or reappointment, before entering upon
his duties take and subscribe the oath prescribed by &#xA7; 49-1.

C. No director shall be an officer or employee of the locality except (i) in a
town with a population of less than 3,500 where members of the town governing
body may serve as directors provided they do not constitute a majority of the
board, (ii) in Buchanan County where a constitutional officer who has previously
served on the board of directors may serve as a director provided the governing
body of such county approves, (iii) in Essex County where the board of
supervisors may appoint one employee of the locality to the Economic Development
Authority of the County of Essex, (iv) in Frederick County where the board of
supervisors may appoint one of its members to the Economic Development Authority
of the County of Frederick, Virginia, (v) in Mathews County where the board of
supervisors may appoint one employee of the locality to the Economic Development
Authority of the County of Mathews, and (vi) in Craig County where the board of
supervisors may appoint one of its members to the Economic Development Authority
of the County of Craig. Every director shall, at the time of his appointment and
thereafter, reside in a locality within which the authority operates or in an
adjoining locality. When a director ceases to be a resident of such locality,
the director&#8217;s office shall be vacant and a new director may be appointed
for the remainder of the term.

D. 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, who shall continue to hold such office until their
respective successors are elected. The directors shall receive no salary but may
be compensated such amount per regular, special, or committee meeting or per
each official representation as may be approved by the appointing authority, not
to exceed $200 per meeting or official representation, and shall be reimbursed
for necessary traveling and other expenses incurred in the performance of their
duties.

E. Except as provided herein, four members of the board of directors 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 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. In the case of the Economic
Development Authority of Goochland County, the Economic Development Authority of
Powhatan County, the Industrial Development Authority of the Town of Kenbridge,
and the Industrial Development Authority of the Town of Victoria, three members
of the board of directors 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 of
directors.

F. The board shall keep detailed minutes of its proceedings, which shall be open
to public inspection at all times. It shall keep suitable records of its
financial transactions and, unless exempted by &#xA7; 30-140, it shall arrange
to have the records audited annually. Copies of each such audit shall be
furnished to the governing body of the locality and shall be open to public
inspection.
			Two copies of the report concerning issuance of bonds required to be filed
with the United States Internal Revenue Service shall be certified as true and
correct copies by the secretary or assistant secretary of the authority. One
copy shall be furnished to the governing body of the locality and the other copy
mailed to the Department of Small Business and Supplier Diversity.

HISTORY: 1966, c. 651, § 15.1-1377; 1979, c. 35; 1980, c. 304; 1982, c. 463;
1983, c. 514; 1984, c. 750; 1987, c. 368; 1990, c. 87; 1993, c. 896; 1996, cc.
589, 599; 1997, c.; 1999, cc. 337, 408, 414; 2000, c. 963; 2001, c. 121; 2003,
cc. 347, 357; 2006, c. 687; 2007, cc. 283, 338; 2008, c. 619; 2009, cc. 199,
200, 460, 597; 2012, cc. 337, 352; 2013, c. 482; 2014, cc. 381, 382; 2016, c.
414; 2017, cc. 541, 557, 560; 2018, c. 310; 2019, c. 363; 2021, c. 3; 2021, Sp.
Sess. I, cc. 321, 422; 2022, c. 622; 2023, c. 574; 2024, cc. 75, 483, 520; 2025,
c. 101.