AMENDED AND RESTATED BYLAWS OF WEST VIRGINIA ECONOMIC DEVELOPMENT COUNCIL
October 2, 2001
- As amended 8-31-04
- As amended 2-14-06
- As amendeded 9-28-09
As amended 9-26-14
NAME, PURPOSE, SEAL AND OFFICES
1.1 Name. The name of this corporation is West Virginia Economic Development Council (WVEDC). The corporation is sometimes referred to in these bylaws as the "Corporation."
1.2 Purpose. The purpose of the WVEDC is to increase the effectiveness of individuals involved in the practice of economic development and to encourage activities that will enhance the economic welfare of the State of West Virginia and its various communities.
1.3 Seal. The seal to be here impressed, containing the name of this Corporation and the words "Corporate Seal, West Virginia," is hereby adopted as and for the corporate seal of this Corporation. The Board of Directors may change the form of the seal or the inscription thereon at pleasure.
1.4 Office. The principal office of this Corporation for all purposes shall be at the 2001 Quarrier St., Charleston, West Virginia 25311, or at such other place as may be determined by the Board of Directors from time to time.
2.1 Eligibility. Any person, association, corporation, partnership, or entity having an interest in the objectives and purposes of this Corporation shall be eligible for membership. The Corporation shall encourage the membership of individuals with the following backgrounds: financial, legal, marketing, workplace training, education, business, strategic planning, small business, business and industry, labor, secondary and higher education, economic development, and any and all individuals or entities benefiting from the services provided by the Corporation.
2.2 Members. Members shall have exclusively all rights granted to members of non-stock corporations by the laws of the State of West Virginia. The Board of Directors may increase the number of Members pursuant to the provisions in Sections 2.1, 2.3 and 2.4 of Article II of these Bylaws. No one shall be denied membership on the basis or race, sex, age, creed, national origin or religious beliefs.
2.3 Regular Members. Any person employed by a governmental, nonprofit organization, public utility or railroad on a full-time basis and who is engaged in economic development activities for their organization to benefit development in the a State of West Virginia and its various communities shall be considered for regular membership. Regular members have the right to vote on any and all elections, which come before the membership. Even though West Virginia non-resident regular members may vote, they are not eligible to hold office in this organization.
2.4 Associate Members Any person with a professional interest in some aspects of economic development in the state of West Virginia, but is not employed in that capacity full-time may be considered for associate membership. Associate members do not have the right to vote.
2.5 Application. Application for membership in the Corporation shall be in writing. Applications shall be submitted to the Board of Directors for its approval, and shall be subject to the affirmative vote of the Board of Directors at any regular or special meeting. A majority of the Directors present at any regular or special meeting, at which a quorum is present, shall be necessary for approval. Any potential member's application so approved shall become a member upon payment of the regularly scheduled investment as provided in Section 2.6, Article II of these Bylaws.
2.6 Investment. The annual investment in the Corporation shall be fixed by the Board of Directors and shall be payable annually in advance, or at such other time as the Board of Directors may determine.
2.7 Resignation. Any member may resign from the Corporation upon written request to the Board of Directors.
ACTION BY MEMBERS
3.1 Regular Meetings. There shall be at least two meetings of the membership of the WVEDC each year. One meeting shall be designated as the Council's annual meeting and will be held in the fall, with specific time and place to be determined by the Board of Directors. The second meeting will be held in Charleston, West Virginia, on a date to be selected by the Board of Directors, the intent being to hold such meetings, designated as the Council's legislative meeting, during the West Virginia Legislative Session.
3.2 Special Meetings. At the request of the President, Vice President, or a majority of the Board of Directors of the Corporation, or upon a petition of 25% of the membership of the Council, shall call a special meeting to review the affairs of the Corporation and take such action as it may deem appropriate with respect thereto.
3.3 Notice of Meetings. Notice of all meetings of the Members shall be given by mailing or e-mailing the same at least fifteen (15) days before the meeting to the usual business or residence address of each Member. Any business may be transacted at any meeting of the Members. A quorum for any meeting shall be 25 % of the membership. The 25% may include members present or represented by duly authorized written proxies. Proxy forms shall be sent to each member in good standing 15 days prior to the annual meeting or any other meeting of the membership. The proxy will identify the name of the member, the nature of the proxy and who is authorized to exercise the proxy.
3.4 Initial Election. Upon passage of these bylaws at the fall 2001 WVEDC Annual Conference, arrangements will be made to hold the election, according to the requirements established herein, at the Legislative Conference in 2002. After this initial election, all elections will be held during the WVEDC Fall Annual Conference and results announced during same.
BOARD OF DIRECTORS
4.1 General Powers. The affairs of the Corporation shall be managed by a Board of Directors.
4.2 Number. The number of Board of Directors shall be a maximum of 15.
4.3 Selection. The Board of Directors shall consist of and be elected as follows:
ten "Directors" of the Board of Directors shall be elected from the regions provided in Section 4.31 by the Members from that region via paper ballot and/or email format and counted 5 days prior to the annual meeting;
three members of the Board of Directors shall be the President, Vice President and Secretary/Treasury, elected at large by the membership via paper ballot and/or email format and counted 5 days prior to the annual meeting
c) one voting ex-officio director shall be the Director of the state government agency charged with the promotion of economic development in the state of West Virginia, or thier appointed designee; and
one voting ex-officio director shall be the immediate past President of the Corporation. All members of the Board of Directors and officers must be regular members in good standing and residents of the state of West Virginia.
4.31 Regional representation. All "Directors" of the Board of Directors shall be elected, one from each region, as described below: Inclusion in a region shall be based on the location of your primary office address.
Region 1 Region I Planning and Development Council
Region 2 Region II Planning and Development Council
Region 3 Region III Planning and Development Council
Region 4 Region IV Planning and Development Council
Region 5 Mid-Ohio Valley Regional Council
Region 6 Region VI Planning and Development Council
Region7 Region VII Planning and Development Council
Region 8 Region VIII Planning and Development Council
Region 9 Region IX Planning and Development Council
Region 10 Regions X and XI Planning and Development Councils
At all elections, all terms will be two years. There shall be no maximum term limit for a "Director" of the Board of Directors.
4.4 Resignation. Any Director may resign at any time by written notice of such resignation to the Board of Directors.
4.5 Removal. Any member of the Board of Directors may be removed by the Board, with just cause. Removal by the Board of Directors shall require the vote of three-fourths of the total number of Directors other than the one whose removal is at issue.
4.6 Vacancies. Any vacancy on the Board of Directors occurring during the term of a Director, may be filled for the unexpired portion of the term by a majority vote of the Board. Any regional representative Director so elected must be from the same region as the member being replaced and shall hold office until the election and qualification of his or her successor.
4.7 Regular Meetings. A regular meeting of the Board of Directors shall be held as soon as practical after the annual meeting at such time and place as shall be designated by the President in the notice of the meeting, for the transaction of such business as may come before the meeting. The Board of Directors may provide by resolution for the holding of additional regular meetings.
4.8 Special Meetings. Special meetings of the Board of Directors may be called by the President, or upon the written request of a majority of the Directors then in office. The President may call a special teleconference meeting to take action on specific items, except board membership, that come before the Board in which immediate action is needed. This meeting must be approved by a majority of the members of the Board and written confirmation of the actions taken must be sent via email or fax for signature of those members participating in the teleconference. This written confirmation must also be signed and returned to the Secretary for official record keeping proposes.
4.9 Notice of Meetings. Notice of all meetings of the Board shall be given by mailing or by e-mailing the same at least fifteen (15) days before the meeting to the usual business or residence address of each Director, but such notice may be waived by any Director. Any business may be transacted at any meeting of the Directors. At any meeting at which every Director shall be present, even though without any notice or waiver thereof, any business may be transacted.
4.10 Quorum. At all meetings of the Board of Directors, a majority of the number of Directors established by the Members, including ex-officio Directors, shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Director. Attendance is accepted in person, teleconference, or any accepted technology to achieve a quorum.
4.11 Compensation. Directors shall not receive any stated salary or compensation for services as Directors, but, by resolution of the Board, Directors may be paid their expenses of attendance at any regular or special meeting of the Board. The Board of Directors shall have power in its discretion to contract for and to pay to Directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services. Nothing contained herein shall be construed as precluding any Director from serving the Corporation in any other capacity and receiving reasonable compensation therefore.
4.12 Powers Reserved to Members. Notwithstanding the power and authority of the Board of Directors to manage the affairs of the Corporation, no action which under the laws of the State of West Virginia requires the approval or vote of the members of a non-stock corporation shall be taken without the written approval of the Members. The following matters, some specified by law (but which are not intended to include all such matters specified by law or these bylaws), shall require the approval of the Members:
The amendment or restatement of the Articles of Incorporation;
The merger, consolidation or dissolution of the Corporation;
The sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property and assets of the Corporation.
The selection or removal of the Corporation's independent auditor, unless the Members delegate such action to the Board of Directors;
The contracting of any loan or the execution of any evidence of indebtedness by or of the corporation;
The adoption of any operating or capital expenditure budget; and
Any other matter which may be specified by a majority of the Members from time to time.
4.13 Conflicts of Interest. No contract or transaction between this Corporation, and any other corporation, firm, association, or entity in which one or more of its directors are directors or officers shall be either void or voidable because of such relationship or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof, which authorizes, approves, or ratifies such contract or transaction, or because his, her or their votes are counted for such purpose, if:
The fact of such relationship is disclosed or known to the Board of Directors or the committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interest directors;
The fact of such relationship is disclosed or known to the Members and they authorize, approve or ratify such contract or transaction by vote or written consent; or
The contract or transaction is fair and reasonable to this Corporation. this Corporation.
Board of Director Members may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction. On any question involoving the authorization, approval, or ratification of any such contractor transaction, the names of those voting each way shall be entered on the record of the proceedings.
4.14 Record of the Board. The Board of Directors shall cause to be kept a record of its proceedings, which shall be verified by the signatures of the persons acting as President and Secretary of the meeting. Any member of the Board of Directors, at his or her request, shall have the right to have his or her vote recorded in the minutes of the meeting on any question coming before the Board.
5.1 Officers. The officers of the Corporation shall be President, Vice President, Secretary/Treasurer.
5.2 Election and Term of Office. All Officers of the Corporation shall be elected by the Membership prior to and announced at its annual meeting. Officers shall each be elected for a term of two years taking office January 1st at the beginning of each fiscal year of the corporation. All Officers may serve for two consecutive tow-year terms in their respective offices. All officers of the Corporation shall be regular members in good standing and residents of West Virginia.
5.3 Removal and Resignations. Any officer elected by the membership may be removed by a three-fourths majority vote of the Board of Directors whenever, in the judgment of the Board of Directors, the best interests of the Corporation would be served thereby. Any officer may resign at any time by giving written notice to the President and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.4 Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term, subject to the approval of a majority of the Members.
5.5 President. The President shall be the Chief Executive Officer of the Corporation, and shall have general overall supervision of all the business and affairs of the Corporation. The President shall act as chairman of and shall preside at all meetings of the Board of Directors. Unless some other officer or agent is specially appointed and authorized for the purpose, the President shall sign the corporate name of the corporation to all deeds, mortgages, contracts and other instruments made by the corporation, except such as are necessary or incidental to the exercise of the powers vested in other officers or agents by the Board of Directors; and, generally, the President shall have and exercise supervision and control over all the business, affairs and property of the corporation, and shall perform such duties as are incident to the conduct of its business not otherwise provided for in the bylaws or by action of the Board of Directors. The President shall be the Chief Operating Officer of the Corporation, and as such shall have primary responsibility for the day-to-day operations of the Corporation. The President shall have such further duties as may be assigned by the Board of Directors
5.6 Vice President The Vice President, shall be elected and shall perform the duties of the President in his or her absence or incapacity, and shall have such other powers and authority as may be assigned to him or her by the Board of Directors, either generally or specially.
5.7 Secretary/Treasurer. The Secretary/Treasurer, shall be elected by the membership and shall have custody of the corporate funds and securities, subject to the supervision and control of the President. He or she shall be responsible for keeping full and accurate accounts of receipts and disbursements of the Corporation; for the deposit of all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors; for the disbursement of the funds of the Corporation, subject to such regulations as may be prescribed by the Board of Directors. The Secretary/Treasurer shall have custody of the minute book, the corporate seal, and all records and papers of the Corporation, subject to the supervision and control of the President, except such as the Board may put in the custody of other officers, agents or employees. He or she shall be responsible for keeping the minutes of all meetings of the Board of Directors and a record of all actions by the Members; assuring that all notices are given in accordance with the bylaws or as required by law; affixing the corporate seal to all documents required to be executed by the Corporation under its seal and, in general, for the performance of all duties incident to the office of Secretary/Treasurer, and such other duties as may be assigned to him or her by the President or the Board of Directors.
5.8 Bonds. If required by the Board, the Secretary/Treasurer or any other officer, agent or employee shall give bond payable to the Corporation in such penalty and with such conditions and security as the Board may approve.
6.1 Committees. The Board of Directors may establish Standing Committees, or Special Committees, which shall have such duties, responsibilities and authority, and shall continue in existence for such period of time, as may be determined by the Board of Directors.
6.2 Appointment to Committees. Unless the Board of Directors shall otherwise determine, the President shall appoint the members of committees, and shall designate a chairman, and may designate a vice chairman and secretary for each committee. At least one member of each committee shall be a member of the Board of Directors, but other committee members need not be members of the Board.
6.3 Nominating Committee The nominating committee shall consist of three members, with no more than one being a member of the Board of Directors. The committee shall solicit candidates for nominations from the voting members of the Corporation by mail or e-mail at least thirty (30) days prior to an election. Members can only nominate regional representative Director candidates for the region in which they are located. Any member can nominate candidates for the position of President, Vice President or Secretary/Treasurer. In the event the nominating committee does not receive a nomination from a particular region or for a particular office, it shall be the responsibility of the committee to nominate at least one candidate. This will be the only opportunity for the membership to nominate candidates for office. Members will still retain the right to vote for a write-in candidate. This committee shall be responsible for preparing and sending a ballot of all nominated candidates, whose terms are up for election, at least (30) days prior to an election. All ballots must be returned to the offices of the WVEDC and received at least (5) days prior to the annual meeting. The ballots will be counted prior to the annual meeting and the results announced at the annual business meeting.
FINANCIAL AND RELATED MATTERS
7.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
7.2 Checks and Notes. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President or the Treasurer of the Corporation.
7.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may select.
7.4 Books of Account. The Corporation shall keep correct and complete books and records of account, which shall be open to inspection at any reasonable time by any Member or its executive officers or agents. The Board of Directors may designate an independent auditor or accountant to conduct an audit of the books and records of the Corporation.
7.5 Borrowing. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be executed or issued in its name, unless authorized by resolution of the Board of Directors.
7.6 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each calendar year.
7.7 Loans to Officers and Directors. No loan shall be made by the Corporation to any Officer, Director or Member of the Corporation.
7.8 Budgets. The Secretary/Treasurer shall prepare and submit to the Board of Directors current balance sheets for the organziation as well as any relecant information that the Board of Directors must approve or take action on. Capital expenditure budgets shall not be effective until approved by the Board of Directors and the Members.
7.9 Indemnification. It shall be the policy of this Corporation to indemnify any person who serves, or has served, as a director or officer of this Corporation, or who serves or has served as a director or officer of any other corporation, partnership, joint venture, trust or enterprise at the request or direction of this Corporation, against expenses (including attorneys' fees), judgments, fines, taxes, penalties, interest, and payments in settlement, in connection with any threatened, pending or completed action or proceeding, and to pay any such expenses in advance of the final disposition of any such action or proceeding, to the full extent contemplated and permitted by Section 9 of Chapter 31, Article 1 of the Code of West Virginia amended, upon such finding or determination as shall be requisite or appropriate under said section; and the Corporation is specifically empowered and authorized to purchase and maintain, at the expense of the Corporation, insurance on behalf of any such director, officer, partner, employee or agent against any liability asserted against him or her in such capacity or arising out of his or her status as such, whether or not this Corporation would have the power to indemnify him or her under the provisions of said section.
7.10 Nonprofit Corporation. This Corporation is organized under the provisions of Section 27, Article 1 of Chapter 31 of the Code of West Virginia of 1931, as amended and, as such, will operate as a nonprofit corporation with no part of its income, profit, or assets being distributed to its Members, Directors or Officers.
7.11 Dissolution of the Corporation. Upon dissolution of this Corporation, the assets of the Corporation shall be distributed in accordance with applicable state and federal law.
8.1 Amendments. These bylaws may be amended at any time by the vote of a majority of the Members of the Corporation. Amendments to the bylaws may be proposed by any member in good standing and must be presented to the Membership via mail or e-mail, at least 15 days prior to any vote.
8.2 Validation. The foregoing Amended and Restated Bylaws of West Virginia Economic Development Council were duly adopted by the Membership on the 2nd of October, 2001, as evidenced by the execution hereof by the Secretary of the Corporation.
8.3 The By-Laws amended further on September 28, 2009.