A. FRANKLIN SOUTHAMPTON ECONOMIC DEVELOPMENT, INC.

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1 SOUTHAMPTON COUNTY BOARD OF SUPERVISORS Regular Session i May 26, APPOINTMENTS A. FRANKLIN SOUTHAMPTON ECONOMIC DEVELOPMENT, INC. Attached for your reference, please find correspondence from Ms. Jarratt seeking nominations for FSEDI s Board of Directors. Their organizational bylaws provide that the Board of Supervisors shall submit a slate of three nominees, one of which will be elected to serve. Mr. Harrell Turner is currently the Southampton County representative he is eligible for reappointment and has expressed a willingness to continue, if nominated. ACTION REQUIRED: The Board will need to formulate its slate of nominees. B. BLACKWATER REGIONAL LIBRARY Also attached for your reference, please find correspondence from Jenny Bailey, Library Director, informing me that Mrs. Bernadette Whitley s term on their Board of Trustees will expire on June 30, Because Mrs. Whitley has already served two complete terms, she is ineligible for reappointment. The Library Board meets nine times annually on the third Wednesday of the month at 3:00 p.m., with meeting locations rotated among member communities in the service area (Franklin, Southampton, Isle of Wight, Sussex and Surry). Also representing Southampton County on the Library Board is Mrs. Susan Gillette (Capron District) and Ms. Barbara Hoskie (Newsoms District). ACTION REQUIRED: Chairman Jones will need to appoint a Board member to seek a successor to Mrs. Whitley on the Regional Library Board of Trustees.

2 601 N. Mechanic Street Suite 300 Franklin, VA Fax May 5, 2015 Mr. Michael Johnson County Administrator Southampton County P.O. Box 400 Courtland, Virginia Reference: Franklin Southampton Economic Development, Inc. Board of Directors Dear Mr. Johnson: In accordance with the Bylaws of Franklin Southampton Economic Development, Inc. (FSEDI) it is time to submit nominations to the Board of Directors named by the Southampton County Board of Supervisors. The current term for C. Harrell Turner is coming to a close as of June 30, At this time the FSEDI Board of Directors requests that the Southampton County Board of Supervisors submit a slate of three nominees of which C. Harrell Turner could be included, to serve a new three year term. Mr. Turner has indicated that he is eager and willing to continue to serve an additional term on the FSEDI Board. The current FSEDI Bylaws specifically state that elected officials of Southampton County and the City of Franklin, the County Administrator of Southampton and the City Manager of Franklin are ineligible to serve on the Board while serving in those other capacities. Please forward the Southampton County slate of board nominees to me no later than June 30, Sincerely, Amanda C. Jarratt President & CEO Member of Virginia s Hampton Roads Economic Development Alliance

3 BYLAWS OF FRANKLIN - SOUTHAMPTON ECONOMIC DEVELOPMENT, INC. AMENDED AS OF APRIL 22, 2014 ARTICLE I: Name and Structure Franklin-Southampton Economic Development, Inc. (hereinafter "the Corporation") is incorporated under the Virginia Nonstock Corporation Act, Chapter Ten, Title 13.1, Code of Virginia, 1950, as amended. The Corporation shall have the power to conduct all lawful affairs not required to be specifically stated in the articles of incorporation of a Virginia nonstock corporation; provided, however, that it shall at all times be operated exclusively for charitable purposes, and subject to the limitations of Article II and Article V below. ARTICLE II: Purposes The Corporation is organized exclusively for charitable purposes, including lessening the burdens of government of the City of Franklin and the County of Southampton, Virginia, by promoting the economic development and well being of that City and County. ARTICLE III: Board of Directors and Officers A. Nomination. The Corporation's Board of Directors shall consist of five directors. One of said directors shall have been nominated by the Board of Supervisors of Southampton County, one by the Franklin City Council, one by The Elms Foundation, one by the Franklin Southampton Charities, and one by the Franklin-Southampton Area Chamber of Commerce, B. Election. With the exception of the initial directors named in the articles of incorporation, directors shall be elected by the Board of Directors of Franklin-Southampton

4 Futures, Inc. For each director's position a slate of up to three nominees shall be put forward by the respective nominating body specified in paragraph B. C. Ineligible Persons. Elected officials of Southampton County and the City of Franklin, the City Manager of Franklin and the County Administrator of Southampton shall be ineligible to serve on the Board while also serving in those other capacities, as shall any member of the Board of Directors of Franklin-Southampton Futures, Inc. while serving as such. D. Terms. Two of the initial directors shall serve for three years, two shall serve for two years, and one shall serve for one year, as specified in the articles of incorporation. Thereafter, all directors shall serve terms of three years, except as provided in paragraph E below. Directors may succeed themselves for a maximum of three three-year terms (without regard to a term of less than three years as an initial director or through election to fill a vacancy as provided in paragraph E). E. Vacancies. Vacancies on the Board of Directors shall be filled for the remaining portion of the vacating director's term by the Board of Directors of Franklin Southampton Economic Development Inc., which shall elect a successor director from among three candidates who shall have been nominated by the body that originally nominated the director whose seat has become vacant. F. Officers. The Board of Directors shall annually appoint as officers from among its members a Chair, a Vice Chair, a Secretary, and a Treasurer. Those officers shall serve for terms of one year, except that in the event of a vacancy in any office, the Board of Directors may appoint from among its members a successor to fill the vacancy for the remaining portion of the vacating officer's term. In addition, the Corporation shall have such other officers as may be appointed from time to time by, and who shall serve at the pleasure of, the Board, including a 2

5 President as described in Article IV below. Assistant Secretaries and Assistant Treasurers may be appointed from time to time by, to serve at the pleasure of, the Chair. 1. The Chair shall preside at all meetings of the Board of Directors and shall act as official representative for the board. 2. The Vice-Chair shall act in the place of the Chair in the Chair's absence or at the Chair's request. In the event of the death, incapacity or resignation of the Chair, the Vice-Chair shall serve in that position until a successor is elected by the Board. 3. The Secretary shall prepare the minutes of all Board meetings, or shall certify their authenticity if prepared by another. The Secretary shall be responsible for all communications pertaining to the business of the Board and shall have charge of the corporate seal and such books, records and papers of the Corporation as the Board of Directors may direct, subject to Article IV. The Secretary shall serve as temporary Chair in the absence of both the Chair and the Vice-Chair. 4. The Treasurer shall provide oversight of all financial matters pertaining to the Corporation. The Treasurer shall oversee the keeping (as provided in Article IV below) of full and accurate accounts of all receipts and disbursements in books belonging to the Corporation and shall prepare or cause to be prepared financial statements of the Corporation's accounts and submit them to the Board of Directors at such regular intervals as the Board may direct. In addition, the Treasurer shall ensure that an annual audit of the Corporation is conducted by a certified public accountant and that copies of such audit are provided to each body that elects or nominates directors of the Corporation. 5. If Assistant Secretaries are appointed, each such officer shall be authorized to perform the functions of the Secretary upon the request or absence of the Secretary. If Assistant 3

6 Treasurers are appointed, each such officer shall be authorized to perform functions of the Treasurer upon the request or absence of the Treasurer. 6. Other officers of the Corporation appointed in accordance with these Bylaws shall have such authority and duties as may be prescribed by the Board of Directors or by the officer appointing them or as may generally pertain to their respective offices, subject to Article IV below in the case of the President, serving as provided in that Article. G. Committees. The Board may appoint such committees as it deems necessary and/or appropriate in pursuit of the objectives of the Corporation, including, but not limited to, an Executive Committee. An Executive Committee, if appointed, may conduct routine business of the Corporation between regular meetings of the Board of Directors, subject to Section of the Code of Virginia, except that actions taken by the Executive Committee shall require ratification by the full Board to continue in effect. H. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times, at least monthly, as shall be specified by the Board of Directors by resolution from time to time. Such regular meetings may be held without notice of time, place and purpose thereof. I. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or any three directors. Notice of the time and place of each special meeting shall be given orally or in writing to each director. Such notice, if given in person, by private carrier, telegram, or telephone, must be received at least twenty-four hours prior to such meeting, and, if given by mail, must be mailed postpaid and correctly addressed and postmarked at least six days prior to such meeting; provided that if the notice is sent by registered or certified mail, the notice is sufficient if the receipt is signed by or on behalf of the addressee at least twenty-four hours prior to such meeting. Any director may waive notice of any meeting, 4

7 and attendance at or participation in any meeting shall constitute a waiver of notice of such meeting unless the director objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. J. Quorum. Three directors of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of those in attendance may adjourn the meeting from time to time until a quorum is obtained. K. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as specifically provided in these Bylaws. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken (and, if signed at a time other than at the time such action is to be effective, the consent states the dates on which each director signed), is signed before or after such action by all of the directors. Such written consent shall have the same force and effect as a unanimous vote. L. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors when any action is taken is deemed to have assented to the action taken unless he votes against or abstains from the action taken, or he has objected at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or transacting specified business at the meeting. Any such dissenting votes, abstentions or objections shall be entered in the minutes of the meeting. M. Attendance by Means of Communications. Any or all directors may participate in any regular or special meeting of the Board of Directors by, or the Board may conduct any meeting 5

8 through the use of, any means of communication by which all directors may simultaneously hear each other during the meeting. A director so participating in a meeting shall be deemed to be present in person at the meeting. N. Execution of Instruments. Checks, notes, drafts, other commercial instruments, assignments, guarantees of signatures and contracts (except as otherwise provided in these Bylaws or by law) shall be executed by the Chair, the Vice Chair, the President, the Secretary, the Treasurer or such officer(s) or employee(s) or agent(s) as the Board of Directors or any of such designated officers may direct. ARTICLE IV: Chief Executive Officer The Board of Directors shall employ a full-time Chief Executive Officer, whose title shall be that of President of Franklin-Southampton Economic Development, Inc. The President shall serve at the pleasure of the Board, shall be responsible for all administrative functions necessary to carry out the policies of the Board, and shall offer counsel to the Board and the other four principal officers. The President and the Chairman shall set agendas for all Board meetings. The President shall conduct official correspondence and maintain all records and books of account for the Corporation. ARTICLE V: Finances. A. Financial Controls. The Board of Directors shall from time to time adopt by resolution and maintain a uniform system of financial controls and procedures to ensure the proper handling and security of funds and assets under its control, except that any amendment of Article III N shall require compliance with Article X. B. Depositories. The monies of the Corporation shall be deposited in such banks or trust companies as the Board of Directors shall designate, and all payments, so far as practicable, 6

9 shall be made by check. Checks and drafts as well as notes, bonds or other instruments creating or evidencing an obligation for the payment of money shall be signed in the name of the Corporation or as the Board of Directors shall direct. C. No Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, but the Corporation shall be authorized to pay the expenses of the Board of Directors, to pay employees reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by any corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law). D. Dissolution. If the Corporation should be dissolved, its assets shall be distributed in a manner provided in the articles of incorporation. E. Shares of Other Corporations. The President is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted to said officer to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised either by said officer in person or by any person authorized so to do by proxy or power of attorney duly 7

10 executed by said officer. Notwithstanding the above, however, the Board of Directors, in its discretion, may designate by resolution any additional person to vote or represent said shares of other corporations. ARTICLE VI: Employees Other Than Officers Subject to the authority of the Board of Directors, the President or any other officer authorized by the President may employ such agents and employees, other than officers, as such officer may deem advisable for the prompt and orderly transaction of the business of the Corporation. Any officer so doing may define the duties of such agents and employees, fix their compensation and dismiss them. Such officer is authorized, on behalf of the Corporation, to execute any agency, employment, or other such agreements which may be necessary and proper to effect the employment of such agent or employee. ARTICLE VII: WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any director of the Corporation under the provisions of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE VIII: FISCAL YEAR The fiscal year of the corporation shall begin on July 1 and end on June 30 of each year. 8

11 ARTICLE IX: SEAL The seal of the corporation shall be in such form as may be approved from time to time by the Board of Directors and said seal, or a facsimile thereof, may be imprinted or affixed by any process or in any manner reproduced. The Secretary, any Assistant Secretary and any other officer authorized by resolution of the Board of Directors shall be empowered to affix and attest the corporate seal on all documents. ARTICLE X: Amendment of Bylaws Except as otherwise required by law, these Bylaws may be amended, in whole or in part, at any meeting of the Board of Directors upon the affirmative vote of at least four of the five directors, provided that written notice of any proposed amendment is provided to each director at least two weeks in advance. The aforesaid notice requirement may be waived by unanimous written consent of the Board of Directors. ARTICLE XI: Indemnification of Liability A. Limitation of Liability. To the fullest extent that the Code of Virginia, 1950, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers of the corporation for breach of fiduciary duty, no director or officer shall be liable to the Corporation for monetary damages, provided that the director or officer shall not have engaged in (i) any breach of his or her duty of loyalty to the corporation, (ii) acts or omissions not in good faith or which involve willful misconduct or a knowing violation of law, or (iii) any transactions from which the director or officer derived an improper or personal benefit. Any amendment to or repeal of this Article XI shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. 9

12 B. Indemnification. To the fullest extent permitted and in the manner prescribed by the Code of Virginia, 1950, and any other applicable law, the Corporation shall indemnify, against all liability incurred in a proceeding (and advance reasonable expenses to), any director or officer of the Corporation, who is, was, or is threatened to be made a party to any such threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, arbitrative, or investigative), including an action by or in the right of the corporation, by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The Board of Directors is empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer. C. Other Persons. The Board of Directors is empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify, or contract in advance to indemnify, and advance reasonable expenses to, any person not specified in paragraph B of this Article who was or is a party to any proceeding by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, employee benefit plan, or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph B hereof. D. Insurance. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee, or agent of another corporation, 10

13 partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article XI. E. Scope. The provisions of this Article XI shall be applicable to all actions, claims, suits, or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification, or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue, or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification, or repeal. F. Continuous Coverage. Reference herein to directors, officers, employees, or agents, shall include former directors, officers, employees, and agents, and their respective heirs, executors, and administrators. 11

14 ~IRECEIVEO APR I nil ~ Ia :~water ii Ii. library I,,- ''' ft II.. ~, fi J M ~ J U ' ' '''f' ~ '.\ j ' '\(I ) ~ >I~ ' www. b lackwaterlib.o r9 Mr. Mike Johnson Southampton County Administrator P.O. Box 400 Courtland, VA April 21, 2015 Re: Board Appointment Dear Mr. Johnson, Southampton County member of the Blackwater Regional Library Board of Trustees, Ms. Bernadette Whitley, will reach the end of her term on June 30, Ms. Whitley has served two full terms on the Board and we appreciate her efforts on behalf of the Library. We respectfully request you appoint a new trustee to serve on our board. This will be a new appointee for a term of four years, expiring on June 30, Please make sure the " new member" is aware that the Board of Trustees meets nine times a year on the third Wednesday of each month at 3 :00. The meeting usually lasts for approximately two hours. The location rotates around the nine branches of the library system. Trustees are also asked to be a member of a committee and these committees usually meet outside of the normal board meeting to discuss business matters in order to expedite regular board meeting time. This could mean a commitment of an additional one to two hours per month. We appreciate your attention to this matter. Thank you for your continued support of the library and its programs. Very Best Regards Jen Lib Y Director ext. 303 jbailey@blackwaterlib.org Main Street. Courtland, Virginia