                                 CODE OF VIRGINIA

BOARD OF DIRECTORS (§ 33.2-289)

A. The Authority shall be governed by the Board of Directors of the Authority
consisting of 15 members as follows: (i) 12 nonlegislative citizen members,
appointed by the Governor, who shall serve with voting privileges; (ii) a
designee of the President and Chief Executive Officer of the National Passenger
Rail Corporation, who shall serve without voting privileges; (iii) the chief
executive officer of a commuter rail service jointly operated by the Northern
Virginia Transportation District established pursuant to § 33.2-1904 and the
Potomac and Rappahannock Transportation District established pursuant to the
Transportation District Act (§ 33.2-1900 et seq.), who shall serve ex officio
without voting privileges; and (iv) the Director of the Department, who shall
serve ex officio and shall have voting privileges only in the event of a tie. Of
the 12 nonlegislative citizen members with voting privileges:

   1. Three members shall reside within the boundaries of the Northern Virginia
   Transportation District established pursuant to &#xA7; 33.2-1904. Such members
   may be selected from a list recommended by the Northern Virginia
   Transportation Commission, after due consideration of such list by the
   Governor;

   2. Three members shall reside within the boundaries of the
   Potomac-Rappahannock Transportation District established pursuant to the
   Transportation District Act of 1964 (&#xA7; 33.2-1900 et seq.). Such members
   may be selected from a list recommended by the Potomac and Rappahannock
   Transportation Commission, after due consideration of such list by the
   Governor;

   3. Two members shall reside within the boundaries of the Richmond Metropolitan
   Transportation Authority established pursuant to Chapter 29 (&#xA7; 33.2-2900
   et seq.);

   4. Two members shall reside within the boundaries of the Hampton Roads
   Transportation Accountability Commission established pursuant to Chapter 26
   (&#xA7; 33.2-2600 et seq.);

   5. One member shall reside within the boundaries of Planning District 5, 9,
   10, or 11; and

   6. One member shall reside within the boundaries of Planning District 3 or 4.

B. The nonlegislative citizen members appointed by the Governor shall be subject
to confirmation by the General Assembly. Vacancies shall be filled by
appointment by the Governor for the unexpired term and shall be effective until
30 days after the next meeting of the ensuing General Assembly and, if
confirmed, thereafter for the remainder of the term. No member shall be eligible
to serve more than two consecutive four-year terms. The remainder of any term
for which a member is appointed to fill a vacancy shall not constitute a term in
determining that member&#8217;s eligibility for reappointment. No member of a
governing body of a locality shall be eligible, during the term of office for
which he was elected or appointed, to serve as an appointed member of the Board.
The Director shall serve terms coincident with his term of office.

C. The Director of the Department shall serve as chairman of the Board. The
Board shall annually elect from among its members a vice-chairman and a
secretary. The Board shall also annually elect a treasurer, who need not be a
member of the Board, and may also elect other subordinate officers who need not
be a member of the Board, as it deems proper. The chairman or, in his absence,
the vice-chairman shall preside at all meetings of the Board. In the absence of
both the chairman and vice-chairman, the Board shall appoint a chairman pro
tempore, who shall preside at such meetings.

D. Seven members shall constitute a quorum for the transaction of the
Authority&#8217;s business, and no vacancy in the membership shall impair the
right of a quorum to exercise all the rights and perform all the duties of the
Authority. All actions of the Board shall require the affirmative vote of a
majority of the members present and voting, except that the sale of land or
issuance of bonds shall require an affirmative vote of nine members present and
voting.

E. The Board shall meet at least once quarterly. The Board shall determine the
times and places of its regular meetings. Special meetings of the Board shall be
held when requested by three or more members of the Board. Any such request for
a special meeting shall be in writing, and the request shall specify the time
and place of the meeting and the matters to be considered at the meeting. A
reasonable effort shall be made to provide each member with notice of any
special meeting. No matter not specified in the notice shall be considered at
such special meeting unless all members of the Board are present.

F. The members of the Board shall be entitled to reimbursement for their
reasonable travel, meal, and lodging expenses incurred in attending the meetings
of the Board or while otherwise engaged in the discharge of their duties. Such
expenses shall be paid out of the treasury of the Authority upon vouchers signed
by the chairman of the Board or by such other person or persons as may be
designated by the Board for this purpose.

HISTORY: 2020, cc. 1230, 1275; 2022, c. 212.