CODE OF VIRGINIA

(EFFECTIVE JULY 1, 2018) BOARD OF DIRECTORS; MEMBERSHIP; TERMS; COMPENSATION (§
4.1-101.01)

A. The Authority shall be governed by a Board of Directors, which shall consist
of five citizens at large appointed by the Governor and confirmed by the
affirmative vote of a majority of those voting in each house of the General
Assembly. Each appointee shall (i) have been a resident of the Commonwealth for
a period of at least three years next preceding his appointment, and his
continued residency shall be a condition of his tenure in office; (ii) hold, at
a minimum, a baccalaureate degree in business or a related field of study; and
(iii) possess a minimum of seven years of demonstrated experience or expertise
in the direct management, supervision, or control of a business or legal
affairs. Appointees shall be subject to a background check in accordance with §
4.1-101.03.

B. After the initial staggering of terms, members shall be appointed for a term
of five years. All members shall serve until their successors are appointed. Any
appointment to fill a vacancy shall be for the unexpired term. No member
appointed by the Governor shall be eligible to serve more than two consecutive
terms; however, a member appointed to fill a vacancy may serve two additional
consecutive terms. Members of the Board may be removed from office by the
Governor for cause, including the improper use of its police powers,
malfeasance, misfeasance, incompetence, misconduct, neglect of duty,
absenteeism, conflict of interests, failure to carry out the policies of the
Commonwealth as established in the Constitution or by the General Assembly, or
refusal to carry out a lawful directive of the Governor.

C. The Governor shall appoint the chairman and vice-chairman of the Board from
among the membership of the Board. The Board may elect other subordinate
officers, who need not be members of the Board. The Board may also form
committees and advisory councils, which may include representatives who are not
members of the Board, to undertake more extensive study and discussion of the
issues before the Board. A majority of the Board shall constitute a quorum for
the transaction of the Authority’s business, and no vacancy in the
membership shall impair the right of a quorum to exercise the rights and perform
all duties of the Authority.

D. The Board shall meet at least every 60 days for the transaction of its
business. Special meetings may be held at any time upon the call of the chairman
of the Board or the Chief Executive Officer or upon the written request of a
majority of the Board members.

E. Members of the Board shall receive annually such salary, compensation, and
reimbursement of expenses for the performance of their official duties as set
forth in the general appropriation act for members of the House of Delegates
when the General Assembly is not in session, except that the chairman of the
Board shall receive annually such salary, compensation, and reimbursement of
expenses for the performance of his official duties as set forth in the general
appropriation act for a member of the Senate of Virginia when the General
Assembly is not in session.

F. The provisions of the State and Local Government Conflict of Interests Act
(§ 2.2-3100 et seq.) shall apply to the members of the Board, the Chief
Executive Officer of the Authority, and the employees of the Authority.

HISTORY: 2015, cc. 38, 730.