BYLAWS of the NORTHERN VIRGINIA REGIONAL COMMISSION as amended May 22, 2008 ARTICLE I. NAME The name of this organization is the NORTHERN VIRGINIA REGIONAL COMMISSION, hereinafter referred to as the "Commission". The Commission was established pursuant to Articles 1 and 2, Chapter 34, of the Acts of the Virginia General Assembly of 1968, subsequently revised and re-enacted as the Regional Cooperation Act under Title 15.2, Chapter 42 of the Code of Virginia, hereinafter called the "Act", and by resolutions of the governing bodies of its constituent member governmental subdivisions. ARTICLE II. DEFINITIONS (1) "Northern Virginia", "Northern Virginia District", or "State Planning District 8" means the Counties of Arlington, Fairfax, Loudoun, and Prince William, and the towns within their boundaries; and the Cities of Alexandria, Fairfax, Falls Church, Manassas and Manassas Park. 8. (2) "District" or "District 8" means the Virginia State Planning District Number (3) The "Act" means Title 15.2, Chapter 42 of the Code of Virginia, which is also known as the Regional Cooperation Act. (4) "Governmental subdivision" means the counties, cities and towns of the District. (5) "Governing body" includes the board of supervisors of a county, the council of a city or town, or other board or body in which the powers of a governmental subdivision are vested by law. (6) "He" means any member or officer of the Commission, whether male or female. (7) "Elected" means a member of the governing body of a governmental subdivision. (8) "Non-elected" means a person holding no office elected by the people.
Page 2 of 12 (9) "Population", unless a different census is clearly set forth, shall mean the number of inhabitants according to the United States Census latest preceding the time at which any provision dependent upon population is being applied, or the time as of which it is being construed, unless there is available an annual estimate of population prepared by the Center for Public Service, University of Virginia, which has been filed with the Department of Planning and Budget, in which event the estimate shall govern. (10) "Fiscal Year" shall mean the year beginning July 1, and ending June 30 of the following calendar year. (11) "Budget" means that portion of a fiscal year financial plan approved by the Commission setting forth the total planned expenditures and the total estimated revenues; provided, further, that "Budget" shall not mean portions of said document which are presented as supporting schedules thereof and which may be approved by the Commission and may be changed by a committee explicitly authorized by the Commission to act in its stead. ARTICLE III. PURPOSES AND DUTIES The Commission's primary duty, as stated in paragraph 15.2-4207 of the Act, is to encourage and facilitate local government cooperation in addressing on a regional basis problems of greater than local significance. The Commission shall also promote the orderly and efficient development of the physical, social and economic elements of the district by planning, encouraging and assisting governmental subdivisions to plan for the future and, if requested by a member governmental subdivision or group of member governmental subdivisions and to the extent the Commission may elect to act, assisting the subdivisions by carrying out plans and programs for the improvement and utilization of said elements. The Commission shall not, however, have a legal obligation to perform the functions necessary to implement the plans and policies established by it nor to furnish governmental services to the district. The authority of the Commission shall include the power, to the extent the Commission may from time to time determine, to exercise such power when requested to do so by a member governmental subdivision or group of member governmental subdivisions, to participate in the creation or organization of nonprofit corporations to perform functions or operate programs in furtherance of the Regional Cooperation Act; to perform such functions and to operate such programs itself; to contract with nonprofit entities, including local governments, performing such functions or operating such programs to provide administrative, management, and staff support, accommodations in its offices, and financial assistance; and to provide financial assistance, including matching funds, to interdistrict entities which perform governmental or quasi-governmental functions directly benefiting the Commission's
Page 3 of 12 district and which are organized under authority of the Commonwealth of the federal government. The Commission shall not perform functions, operate programs, or provide services within and for a governmental subdivision if the governing body of that jurisdiction opposes its doing so. No action of a Planning District Commission can affect the powers and duties provided to local planning commissions by law. ARTICLE IV. PARTICIPATING JURISDICTIONS Any county, city or town in Northern Virginia may become a member of the Commission, PROVIDED it has a population of more than 3,500 and adopts and executes the Commission's Charter Agreement. Any governmental subdivision may withdraw from the Commission by submitting its notice of intent to withdraw, in writing, at least 90 days in advance of the effective date, along with payment in full of financial obligations through the current year. The Commission reserves the right to terminate the membership of any governmental subdivision whose governing body does not financially support the Commission on the same basis adopted by the majority of the other governmental subdivisions. Any decision to so terminate the membership of a governmental subdivision shall be made by a vote of the Commission. Following such action, the Chairman of the Commission shall convey a notice, in writing, to the affected governmental subdivision at least 90 days in advance of the effective date of membership termination, along with a request for the affected governmental subdivision to reconsider the matter. If the affected jurisdiction fails to provide such financial support before its membership is terminated, any and all of its financial contributions received by the Commission as of the date of termination shall be deemed payment toward the benefits of membership received, and shall not be recoverable. ARTICLE V. Section 1. MEMBERS Selection The Commission shall be composed of representatives of the member governmental subdivisions, on the basis of one member of each governmental subdivision who shall be the chief elected officer from the governing body or his/her designee. In addition, each governmental subdivision shall appoint one additional representative from its governing body for each 150,000 population, or fraction thereof, in excess of 100,000 population. All county population shall be exclusive of participating towns.
Page 4 of 12 Section 2. Alternates Any member who is unable to attend a Commission meeting may designate an alternate who shall be an elected member of the same local government Board or Council represented by the regular member. An alternate so designated shall have all the powers and privileges of the regular member, and shall identify the member for whom he is serving at the time the roll is called when the meeting is brought to order. Section 3. Term of Appointment A member shall normally be appointed for a term of three years, and may be reappointed. A member shall continue in office for his full term or until he does not qualify under Section 1, Article V or Article IV. When a member resigns or is disqualified under Section 1, Article V or Article IV, and if his term has not expired, the governing body shall make an interim appointment to complete the unexpired term. When a member shows his inability to serve by absence from more than fifty per cent of the called Commission meetings per year, the Commission may request his governing body to appoint a replacement to fill member's unexpired term. ARTICLE VI. Section 1. OFFICERS Officers There shall be the following officers: Chairman Vice Chairman Treasurer Only members of the Commission are eligible to hold an office. Section 2. Elections Elections for officers shall be held annually at the first Commission meeting after June 1 of each calendar year. The term of each office shall be one year commencing on the first day of the month following election and terminating when a successor takes office at the first Commission meeting after the succeeding June 1 or at the first meeting thereafter with a majority of the Commission present. Any office shall become vacant if the incumbent ceases to be a member of the Commission. If an office becomes vacant for any reason, it shall be filled by an election at the next regular Commission meeting having a majority of members present. The newly elected officer shall complete the unexpired term of the officer he succeeded and serving this interim term shall not make him ineligible for election to a succeeding regular term of office. If an office is vacated by an officer's election to another office, the vacancy created may be immediately filled by election of a successor officer.
Page 5 of 12 Section 3. Nominations At the regular May meeting a Nominating Committee shall present one nomination for each Commission office. Additional nominations may be made from the floor at this time. Immediately following the May meeting, the Executive Director shall send to each Commission member the list of nominees for office proposed by the Nominating Committee and those nominations received from the floor. Commission officers for the subsequent year will be selected from these nominees. Section 4. Vote Required to Elect A majority vote of the Commission members present is required for election to any office. Where the position is uncontested, election may be acclamation. Where the position is contested, voting shall be by hand or voice in public session. Section 5. Tenure of Office The Chairman and Vice Chairman each shall be eligible to succeed himself for one additional full term only, PROVIDED the total consecutive tenure in the particular office does not exceed two and one-half years. A member rendered ineligible by past service under this section shall again become eligible after he has not served for one full year. The Chairman and Vice Chairman shall not be from the same governmental subdivision unless there is a majority vote to the contrary. Section 6. Duties and Powers (a) Chairman In addition to the well-recognized and inherent duties and powers of the office of Chairman, the Chairman signs all acts or orders necessary to carry out the will of the Commission. He has the authority to delegate routine ministerial functions to the Executive Director. He presides over all meetings of the Commission except when not in attendance or while addressing remarks to an issue before the Commission on matters outside the authority of the presiding officer. He is eligible to vote on all issues. He appoints members, Acting Chairmen, and Acting Vice Chairmen to committees, (unless otherwise specified) and appoints substitutes to serve on committees when committee members are temporarily unable to serve. Permanent Chairmen and Vice Chairmen will be elected by all standing committees at their first meeting with a majority of the committee members present. The Chairman shall assume the duties of the Treasurer in the Treasurer's absence.
Page 6 of 12 The Chairman of the Commission shall be an ex-officio member of all standing committees, except the Nominating Committee, but without vote. (b) Vice Chairman If the Chairman is absent, the Vice Chairman is the Acting Chairman. He shall perform all duties and exercise all the powers of the Chairman including those resulting from action of the Commission. As Acting Chairman he shall assume the duties of the Treasurer in the Treasurer's absence. (c) Acting Chairman In the absence of both the Chairman and Vice Chairman, the Treasurer, and in his absence, the Vice Chairman of the Operations Committee becomes the Acting Chairman. He shall perform all the duties and exercise all the powers of the Chairman including those resulting from action of the Chairman. (d) Treasurer The Treasurer is official custodian of Commission funds, the disbursing officer and Chairman of the Operations Committee. As custodian he assures the placement of the Commission's funds in a bank or otherwise ensures their security and records the source of all monies. As disbursing officer, he assures payment of all bills or warrants or requisitions, after payment is authorized. The Treasurer, as well as the other officers, shall be covered by a suitable surety bond. Authorization for budgeted and subsequently authorized expenditures shall be the responsibility of both the Treasurer and the Executive Director. The Executive Director keeps a record of money paid out and of receipts or vouchers to cover each expenditure. The Treasurer may delegate certain of his duties and responsibilities to the Executive Director. Wherever practicable all payments shall be made by check. All payments except for Petty Cash shall be made by check against funds on deposit in any bank in which the Commission has funds. All checks shall carry the signatures of any two of the following four persons: The Treasurer, the Chairman, the Vice Chairman and the Executive Director (or the Deputy Executive Director) except for non-payroll checks of $300.00 or less, for which one signature will suffice if considerations of time make it impractical to obtain two signatures. It is expressly understood that the above individuals are liable only for checks which they sign. Special checking accounts may be maintained by the Treasurer to facilitate payment of "pass through funds" or to conform to federal grant requirements.
Page 7 of 12 The Treasurer is responsible for maintaining bonding and insurance coverage as approved by the Commission. In the absence of the Treasurer, the Chairman, and in his absence the Vice Chairman, may act on behalf of the Treasurer and therein assume responsibility for actions taken on the Treasurer's behalf. The Treasurer or Chairman shall approve the business and travel expenses of the Executive Director. The Executive Director shall certify to the Treasurer the business and travel expenses of all other staff. A brief financial report shall be made at each regular meeting of the Commission. An independent audit and annual report shall be made as soon as possible after June 30, the end of the fiscal year. The Auditor shall be selected by the Operations Committee and approved by the Commission. The manner of and procedures for budget, financial, and personnel reporting and record keeping shall be included as part of the Commission's "Personnel and Administrative Policies and Practices" manual. ARTICLE VII. Section 1. COMMITTEES Standing Committees (a) There shall be an EXECUTIVE COMMITTEE as a standing committee consisting of at least the Chairman, Vice Chairman and Treasurer of the Commission; the immediate past Chairman of the Commission, if still a member of the Commission; and the Chairs of the other standing Committees. In addition, provided that the Executive Committee does not exceed seven (7) members, the Chairman of the Commission shall have the prerogative to name additional Commissioners to serve as members of the Executive Committee so that there is at least one representative each for counties, for cities and for towns. The Commission Chairman and Vice Chairman shall serve as the Chairman and Vice Chairman of the Executive Committee. The Executive Committee, in addition to duties otherwise specified, shall meet to make policy recommendations to the Commission and, in cases of emergency, make any and all decisions necessary to ensure that the Commission functions properly and in accordance with expressed or adopted policies. The Chairman will report all emergency decisions to the Commission at the Commission's next regularly scheduled meeting. The Executive Committee shall reconstitute itself annually, effective with the installation of new officers. (b) There shall be an OPERATIONS COMMITTEE as a standing committee, which shall include the Treasurer as Chairman and other Commissioners appointed by the Chairman of the Commission, who shall ensure that there is at least one
Page 8 of 12 representative each for counties, for cities, and for towns. It shall concern itself with financial and personnel matters beyond the day-to-day operation of t he Commission. It shall be responsible for recommending a fiscal year financial plan to the Commission each year and shall assume other administrative responsibilities as the Commission may, from time-to-time, delegate to it. Specifically, the Operations Committee shall, in addition to its other duties, oversee implementation of and amendments to the Commission's Personnel and Administrative Policies and Practices manual, informing the Commission on any amendments thereto. (c) There shall be a LEGISLATIVE COMMITTEE as a standing committee, which shall be composed of Commissioners appointed by the Chairman of the Commission, who shall ensure that there is at least one representative each for counties, for cities, and for towns. The Legislative Committee shall formulate and recommend to the Commission positions to consider for adoption on matters of concern to Northern Virginia that are appropriate for action by the Virginia General Assembly, by the US Congress, or by a Northern Virginia representative or representatives to these legislative bodies. The Committee shall advise the Commission on strategies for advancing the positions of the Commission in relation to the Virginia General Assembly or the US Congress. (d) There shall be a COMMUNICATIONS COMMITTEE as a standing committee, which shall be composed of Commissioners appointed by the Chairman of the Commission, who shall ensure that there is at least one representative each for counties, for cities, and for towns. In addition, the Chairman may seek participation on the Communications Committee by persons who are not Commissioners, if it is deemed in the interest of the Commission. The Communications Committee shall advise the Commission on strategies for positioning the Commission to be recognized and effective as the authority on matters of concern to Northern Virginia, at local, regional and state levels. (e) There shall be a NOMINATING COMMITTEE as a standing committee, which shall include all members of the Executive Committee exclusive of the Commission s officers. Additional Commissioners shall be appointed by the Chairman of the Commission to ensure that the Nominating Committee comprises seven members and that there is at least one representative each for counties, for cities, and for towns. The Nominating Committee annually shall recommend to the Commission a slate of officers for Chairman, Vice Chairman, and Treasurer (also, see Article VI). It shall be reconstituted annually, effective with the installation of new officers. Section 2. Other Committees The Chairman may, from time to time recommend the establishment of other committees as he deems desirable and shall appoint the members thereto, in accordance with Article VI, Section 6, paragraph (a). In creating a new committee, the Chairman shall establish the purpose of the committee and its reporting relationship to the
Page 9 of 12 Commission or to the Executive Director; the committee s membership composition, including the number and types of members to be appointed; the body or bodies responsible for making the appointments when the committee is to include members who are not Commissioners; the proposed duration of the committee; and the expected staffing for the committee. Section 3. Quorum of Committees One-third of the members of any committee shall constitute a quorum of the committee. ARTICLE VIII. Section 1. MEETINGS OF THE COMMISSION Time and Place Regular meetings of the Commission shall be held on the fourth Thursday of each month, except when a holiday falls on the fourth Thursday, in which case the regular meeting of the Commission will be held on the Thursday of the week immediately following. Special meetings may be called by the Chairman at his discretion or must be called by the Chairman on petition of at least one member from each of three participating governmental subdivisions. Normally, the Commission will meet in its own quarters. Section 2. Quorum One-third of the members of the Commission shall be required to constitute a quorum, PROVIDED they represent at least one-third of the participating governmental subdivisions. Section 3. Votes In making any recommendations, adopting any plan or approving any proposal, action shall be taken by a majority vote of all members present. All votes of the Commission shall be made a matter of record and shall be reflected in the minutes. No vote by any member of the Commission shall be construed as an official commitment of the governmental subdivision represented by the member unless so authorized by said governmental subdivision. Notwithstanding the foregoing provision, any member qualified to exercise voting rights shall have the right to call for weighted voting on any matter before the Commission. The motion for weighted voting must be seconded by a member representing a governmental subdivision other than the governmental subdivision represented by the maker of the motion. Once it is established that a weighted vote is to be taken, the matter under consideration shall not be subject to the weighted vote until
Page 10 of 12 the next regular or special meeting of the Commission. A plurality of weighted votes shall decide the matter. Weighted votes shall be assigned and updated annually on each July 1, based on the same population figures that establish the dues for the fiscal year beginning the same July 1. Each governmental subdivision shall have one vote for each 25,000 population or fraction thereof. A jurisdiction with a population of less than 25,000 shall have one vote. Each governmental subdivision may divide the total amount of the aggregate votes it has among the members of its governing body present and voting. Section 4. Minutes Minutes of all regular or special sessions of the Commission and Executive Committee shall be kept. Section 5. Freedom of Information The exercise of powers of the Commission shall be in compliance with all provisions of the Virginia Freedom of Information Act, Virginia Statute, Section 2.1-340, and any and all federal laws pertaining to freedom of information. ARTICLE IX. AMENDMENT OF BYLAWS Any proposed amendment to these bylaws shall be presented in writing to the members of the Commission at a regular Commission meeting and shall not be subject to vote until the next regular Commission meeting. The Chairman, at his discretion, may at any time refer any proposed bylaw amendment to the Executive Committee for a report to the Commission at its next regular meeting. A majority of all members of the Commission shall be required to adopt any proposed amendment to the bylaws. ARTICLE X. Section 1. DUTIES OF THE EXECUTIVE DIRECTOR Major Responsibilities The Executive Director is responsible for the maintenance and operation of the Commission's offices and acts under the immediate direction of the Commission and the Executive Committee. He serves as the secretary of the Executive Committee and the Commission and is responsible for seeing that their instructions are carried out. He is expected to recommend plans of work and to conduct the day-to-day business of the organization. He recruits, employs and terminates the employment of other staff members within the limits of the adopted financial plan. He is responsible for keeping the Commission informed on local, state and federal matters which affect the policies and operation of the Commission. In order to ensure coordination with local jurisdictions, the Executive Director shall be a member of the Committee of the City,
Page 11 of 12 County, and Town Chief Administrative Officers (Managers) in the region, and report to the Executive Committee the policy recommendations of this committee. Section 2. Certifying Officer The Executive Director or his designee will certify, as required, all official Commission documents as to their accuracy and authenticity. ARTICLE XI. Section 1. CONTRIBUTIONS AND PAYMENTS Governmental Subdivisions The Commission shall be supported financially by contributions from member governmental subdivisions making up the Commission. It shall annually request of each member governing body an appropriation of money in an amount which has been deemed proper and necessary and which has been adopted by the Commission. As of the fiscal year commencing July 1, 2007, the amount to be requested shall be based on a rate (dollars / cents) per capita established by the Commission, in lieu of any other formula previously employed. Notwithstanding the foregoing provision, and in consideration of the most significant increases to be experienced by towns in making a transition from the formula employed for member government contributions through June 30, 2007, to the per capita assessment to be used thereafter, there shall be a period of phased adjustment, as follows: For the fiscal year commencing July 1, 2007, and for each year thereafter, contributions requested from cities shall be based on the per capita rate established by the Commission. Contributions requested from towns shall increase in approximately equal amounts (phased increases) beginning with the fiscal year commencing July 1, 2007, (Fiscal Year 2008) and concluding with full payment of per capita based contributions for the fiscal year commencing July 1, 2010, (Fiscal Year 2011). The phased increases shall take into account the towns changes in population during this period. During the period of phased adjustment to towns contributions, the contributions requested from counties shall be based on the per capita rate established by the Commission, together with the amount(s) that will not be receivable from member towns within the borders of the respective counties. Section 2. Commonwealth of Virginia
Page 12 of 12 The Commission may receive contributions from the Commonwealth of Virginia, in accordance with the Regional Cooperation Act, or under such other programs as may be authorized by the Commonwealth of Virginia. Section 3. Others The Commission may accept gifts, donations or grants from Federal, public, semi-private and private organizations as well as from private individuals, including profit and non-profit organizations. ARTICLE XII. PARLIAMENTARY PROCEDURE In all matters of parliamentary procedure not specifically covered by these bylaws, the Roberts Rules of Order, the most recent edition, shall obtain. ARTICLE XIII. EFFECTIVE DATE The Amendments to these bylaws shall become effective immediately upon adoption. These bylaws were originally adopted at the Commission's regular meeting of April 30, 1970, and were amended at its regular meetings of: November 19, 1970 June 26, 1975 June 22, 2000 July 29, 1971 March 29, 1979 July 27, 2006 September 30, 1971 December 12, 1991 May 22, 2008 September 28, 1972 January 23, 1992