§ 5.5-54. Board of the authority.

All powers, rights and duties conferred by the act, or other provisions of law, upon the authority shall be exercise by a board of directors (the "board"). The board shall consist of two (2) board members from each member locality. The governing body of each member locality shall appoint two (2) board members to the board. Any person who is a resident of the appointing member locality may be appointed to the board. Except for the provision for staggered terms for the initial board members as provided hereinafter, each board member of the board shall serve for a term of four (4) years and may be reappointed for as many terms as the governing body desires. During the establishment of the authority, the member localities agree to stagger terms. Each governing body shall appoint their initial board members to serve and designate one of its board members to serve for two (2) years and the other board member to serve for four-year terms. After the initial appointment of these board members, each succeeding director shall serve four-year terms. If a vacancy occurs by reason of death, disqualification or resignation, the governing body of the member locality that appointed the authority board member shall appoint a successor to fill the unexpired term.

The governing body may appoint up to two (2) alternate board members. Alternates shall be selected in the same manner as board members, and may serve as an alternate for either board member from the member locality that appoints the alternate. Alternates shall be appointed for terms that coincide with one or more of the board members from the member locality that appoints the alternate. If a board member is not present at a meeting of the authority, the alternate shall have all the voting and other rights of the board member not present and shall be counted for purpose of determining a quorum.

Each board member of the authority before entering upon the discharge of the duties of his office shall take and subscribe to the oath prescribed in Code of Virginia, 1950, § 49-1, as amended.

A quorum shall exist when a majority of the member localities are represented by at least one board member. The affirmative vote of a quorum of the board shall be necessary for any action taken by the board. No vacancy in the membership of the board shall impair the right of a quorum to exercise all rights and perform all duties of the board. The board shall determine the times and places of its regular meetings, which may be adjourned or continued without further public notices, from day to day or from time to time or from place to place, but not beyond the time fixed for the next regular meeting, until the business before the board is completed.

Board special meetings shall be held when requested by board members of the board representing two (2) or more member localities. A 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 board member with notice of any special meeting. No matter not specified in the notice shall be considered at such special meeting, unless all the board members are present. Special meetings may be adjourned or continued, without further public notice, from day to day or from time to time or from place to place, not beyond the time fixed for the next regular meeting, until the business before the board is completed.

The board shall elect from its membership a chair, vice chair, treasurer, and secretary for each calendar year. The board may also appoint an executive director and staff who shall discharge such functions as may be directed by the board. The executive director and staff may be paid from funds received by the authority.

No board member shall receive compensation.

The board promptly following the close of the fiscal year (July 1 thru June 30), shall submit an annual report of the authority's activities of the preceding year to the member localities governing body. The annual report shall set forth a complete operating and financial statement covering the operation of the authority during such reporting year.

The board may establish dues or other annual financial fees as may be approved by a unanimous vote of member localities.

(Res. No. 1-10-2013, Art. IV, 10-2-13; Res. No. 13-11-2013, Art. IV, 11-19-13)

(Res. No. 1-10-2013, Art. IV, 10-2-13; Res. No. 13-11-2013, Art. IV, 11-19-13)