§ 15.2-5405. Certificate of incorporation or charter; addition and withdrawalof members; board of directors; indemnification of directors, officers oremployees.
A. After adoption or approval of the ordinances or agreement providing forthe creation of an authority, the articles of incorporation of the authorityshall be filed with the State Corporation Commission. If the StateCorporation Commission finds that the articles of incorporation conform tolaw, and the creation of such an authority is in the public interest, acertificate of incorporation or charter shall forthwith be issued, andthereupon the authority shall constitute a political subdivision of theCommonwealth and a body politic and corporate and shall be deemed to havebeen lawfully and properly created, established and authorized to exercisethe powers granted under this chapter.
In any suit, action or proceeding involving the validity or enforcement of,or relating to, any contract or action of the authority, the authority, inthe absence of establishing fraud in the premises, shall be conclusivelydeemed to have been established in accordance with the provisions of thischapter upon proof of the issuance of the aforesaid certificate by the StateCorporation Commission. A copy of such certificate, duly certified by theState Corporation Commission, shall be admissible in evidence in any suchsuit, action or proceeding, and shall be conclusive evidence of the filingand contents thereof.
Notice of the issuance of such certificate by the State CorporationCommission shall be given to each of the member governmental units of theauthority by the State Corporation Commission.
B. After the creation of an authority, any other governmental unit may becomea member thereof upon application to such authority after the adoption of anordinance by the governing body of the governmental unit authorizing suchgovernmental unit to become a member of the authority, and with the unanimousconsent of the members of the authority evidenced by ordinances of theirrespective governing bodies. Except for an authority created by agovernmental unit exempt from the referendum requirement of § 15.2-5403, anygovernmental unit may withdraw from an authority; however, all contractualrights acquired and obligations incurred while a governmental unit was amember shall remain in full force and effect.
In the case of the joining of a new member governmental unit to an authority,or in the case of the withdrawal of an existing member governmental unit froman authority, the articles of incorporation of the authority shall be amendedto evidence such joinder or withdrawal, as the case may be, and suchamendment shall be filed with the State Corporation Commission. Thereupon,the State Corporation Commission shall issue a certificate of joinder orwithdrawal, as the case may be, to which shall be attached a copy of theamendment to the articles of incorporation. The joining or withdrawal shallbecome effective upon the issuance of such certificate.
C. The powers of each authority created by the governing body of a singlegovernmental unit shall be exercised by a board of five directors, or, at theoption of the governing body of the particular governmental unit, a number ofdirectors equal to the number of persons on the governing body of thegovernmental unit. The powers of each authority created by the governingbodies of two or more governmental units shall be exercised by a board ofsuch number of directors specified in its articles of incorporation, whichshall be not less than one member for each governmental unit and not lessthan a total of five directors. The directors of an authority shall beselected in the manner and for the terms provided by the ordinance of asingle governmental unit, or the concurrent ordinances or agreement of two ormore of the governmental units creating the authority. No director shall beappointed for a term of more than four years but a director may bereappointed and succeed himself or herself. Directors shall hold office untiltheir successors have been appointed. When one or more additionalgovernmental units join an existing authority, each of such joininggovernmental units shall appoint not less than one director of the authority.
The directors of the authority shall elect one of their number chairman ofthe authority, and shall elect a secretary and treasurer and such otherofficers as are deemed necessary who need not be directors of the authority.The offices of secretary and treasurer may be combined. A majority of thedirectors of the authority shall constitute a quorum, and the vote of amajority of the directors shall be necessary for any action taken by theauthority. No vacancy in the board of directors of the authority shall impairthe right of a quorum to exercise all the rights and perform all the dutiesof the authority. If a vacancy occurs by reason of the death,disqualification or resignation of a director, the governing body of thegovernmental unit which appointed such director shall appoint a successor tofill his unexpired term. In the event of a vacancy in the board of directorsfor any reason, a successor shall be appointed within six months of the dateon which such vacancy occurred.
Whenever a governmental unit withdraws from an authority, the term of anydirector appointed to the board of directors from such governmental unitshall immediately terminate, and, if such termination results in less thanfive directors of the authority, additional directors shall be selected inthe manner and for the terms provided by the ordinances or agreement creatingthe authority so as to comply with the requirements of this section. Noelected official of a member governmental unit shall be a director of anauthority. No person shall serve as a director unless he resides within thegovernmental unit which has appointed him. Directors shall receive suchcompensation as shall be fixed from time to time by resolution or resolutionsof the governing body or bodies of the member governmental unit or units ofthe authority, and shall be reimbursed for any actual expenses necessarilyincurred in the performance of their duties.
D. An authority may defend, indemnify against loss or liability and saveharmless any of its directors, officers or employees whenever a claim ordemand is made or threatened, or whenever proceeded against in anyinvestigation or before any court, board, commission or other public body todefend or maintain his official position or a position taken in the course ofthe execution of his duties or because of any act or omission arising out ofthe performance of his official duties if the director, officer or employeeacted in good faith and in a manner he reasonably believed to be in, or notopposed to, the best interests of the authority. If it is ultimatelydetermined that a director, officer or employee of an authority is entitledto be indemnified by the authority as authorized in this section, he shall beindemnified against expenses, including attorneys' fees, actually andreasonably incurred by him in connection therewith. Expenses, includingattorneys' fees, incurred in defending a civil action, suit or proceeding maybe paid by an authority in advance of the final disposition of such action,suit or proceeding as authorized in the manner provided in this section uponreceipt of an undertaking by or on behalf of the director, officer oremployee, to repay such amount unless it shall ultimately be determined thathe is entitled to be indemnified by the authority as authorized in thissection.
The indemnification provided by this section shall not be deemed exclusive ofany other rights to which those indemnified may be entitled under any bylaw,agreement, or otherwise, both as to action in his official capacity and as toaction in another capacity while holding such office, and shall continue asto a person who has ceased to be a director, officer or employee, and shallinure to the benefit of the heirs, executors and administrators of suchperson. An authority shall have power to purchase and maintain insurance onbehalf of any person who is or was a director, officer or employee of theauthority against any liability asserted against him and incurred by him inany such capacity or arising out of his status as such, whether or not theauthority would have the power to indemnify him against such liability underthe provisions of this section.
(1979, c. 416, § 15.1-1608; 1997, c. 587; 2006, cc. 929, 941.)
§ 15.2-5405. Certificate of incorporation or charter; addition and withdrawalof members; board of directors; indemnification of directors, officers oremployees.
A. After adoption or approval of the ordinances or agreement providing forthe creation of an authority, the articles of incorporation of the authorityshall be filed with the State Corporation Commission. If the StateCorporation Commission finds that the articles of incorporation conform tolaw, and the creation of such an authority is in the public interest, acertificate of incorporation or charter shall forthwith be issued, andthereupon the authority shall constitute a political subdivision of theCommonwealth and a body politic and corporate and shall be deemed to havebeen lawfully and properly created, established and authorized to exercisethe powers granted under this chapter.
In any suit, action or proceeding involving the validity or enforcement of,or relating to, any contract or action of the authority, the authority, inthe absence of establishing fraud in the premises, shall be conclusivelydeemed to have been established in accordance with the provisions of thischapter upon proof of the issuance of the aforesaid certificate by the StateCorporation Commission. A copy of such certificate, duly certified by theState Corporation Commission, shall be admissible in evidence in any suchsuit, action or proceeding, and shall be conclusive evidence of the filingand contents thereof.
Notice of the issuance of such certificate by the State CorporationCommission shall be given to each of the member governmental units of theauthority by the State Corporation Commission.
B. After the creation of an authority, any other governmental unit may becomea member thereof upon application to such authority after the adoption of anordinance by the governing body of the governmental unit authorizing suchgovernmental unit to become a member of the authority, and with the unanimousconsent of the members of the authority evidenced by ordinances of theirrespective governing bodies. Except for an authority created by agovernmental unit exempt from the referendum requirement of § 15.2-5403, anygovernmental unit may withdraw from an authority; however, all contractualrights acquired and obligations incurred while a governmental unit was amember shall remain in full force and effect.
In the case of the joining of a new member governmental unit to an authority,or in the case of the withdrawal of an existing member governmental unit froman authority, the articles of incorporation of the authority shall be amendedto evidence such joinder or withdrawal, as the case may be, and suchamendment shall be filed with the State Corporation Commission. Thereupon,the State Corporation Commission shall issue a certificate of joinder orwithdrawal, as the case may be, to which shall be attached a copy of theamendment to the articles of incorporation. The joining or withdrawal shallbecome effective upon the issuance of such certificate.
C. The powers of each authority created by the governing body of a singlegovernmental unit shall be exercised by a board of five directors, or, at theoption of the governing body of the particular governmental unit, a number ofdirectors equal to the number of persons on the governing body of thegovernmental unit. The powers of each authority created by the governingbodies of two or more governmental units shall be exercised by a board ofsuch number of directors specified in its articles of incorporation, whichshall be not less than one member for each governmental unit and not lessthan a total of five directors. The directors of an authority shall beselected in the manner and for the terms provided by the ordinance of asingle governmental unit, or the concurrent ordinances or agreement of two ormore of the governmental units creating the authority. No director shall beappointed for a term of more than four years but a director may bereappointed and succeed himself or herself. Directors shall hold office untiltheir successors have been appointed. When one or more additionalgovernmental units join an existing authority, each of such joininggovernmental units shall appoint not less than one director of the authority.
The directors of the authority shall elect one of their number chairman ofthe authority, and shall elect a secretary and treasurer and such otherofficers as are deemed necessary who need not be directors of the authority.The offices of secretary and treasurer may be combined. A majority of thedirectors of the authority shall constitute a quorum, and the vote of amajority of the directors shall be necessary for any action taken by theauthority. No vacancy in the board of directors of the authority shall impairthe right of a quorum to exercise all the rights and perform all the dutiesof the authority. If a vacancy occurs by reason of the death,disqualification or resignation of a director, the governing body of thegovernmental unit which appointed such director shall appoint a successor tofill his unexpired term. In the event of a vacancy in the board of directorsfor any reason, a successor shall be appointed within six months of the dateon which such vacancy occurred.
Whenever a governmental unit withdraws from an authority, the term of anydirector appointed to the board of directors from such governmental unitshall immediately terminate, and, if such termination results in less thanfive directors of the authority, additional directors shall be selected inthe manner and for the terms provided by the ordinances or agreement creatingthe authority so as to comply with the requirements of this section. Noelected official of a member governmental unit shall be a director of anauthority. No person shall serve as a director unless he resides within thegovernmental unit which has appointed him. Directors shall receive suchcompensation as shall be fixed from time to time by resolution or resolutionsof the governing body or bodies of the member governmental unit or units ofthe authority, and shall be reimbursed for any actual expenses necessarilyincurred in the performance of their duties.
D. An authority may defend, indemnify against loss or liability and saveharmless any of its directors, officers or employees whenever a claim ordemand is made or threatened, or whenever proceeded against in anyinvestigation or before any court, board, commission or other public body todefend or maintain his official position or a position taken in the course ofthe execution of his duties or because of any act or omission arising out ofthe performance of his official duties if the director, officer or employeeacted in good faith and in a manner he reasonably believed to be in, or notopposed to, the best interests of the authority. If it is ultimatelydetermined that a director, officer or employee of an authority is entitledto be indemnified by the authority as authorized in this section, he shall beindemnified against expenses, including attorneys' fees, actually andreasonably incurred by him in connection therewith. Expenses, includingattorneys' fees, incurred in defending a civil action, suit or proceeding maybe paid by an authority in advance of the final disposition of such action,suit or proceeding as authorized in the manner provided in this section uponreceipt of an undertaking by or on behalf of the director, officer oremployee, to repay such amount unless it shall ultimately be determined thathe is entitled to be indemnified by the authority as authorized in thissection.
The indemnification provided by this section shall not be deemed exclusive ofany other rights to which those indemnified may be entitled under any bylaw,agreement, or otherwise, both as to action in his official capacity and as toaction in another capacity while holding such office, and shall continue asto a person who has ceased to be a director, officer or employee, and shallinure to the benefit of the heirs, executors and administrators of suchperson. An authority shall have power to purchase and maintain insurance onbehalf of any person who is or was a director, officer or employee of theauthority against any liability asserted against him and incurred by him inany such capacity or arising out of his status as such, whether or not theauthority would have the power to indemnify him against such liability underthe provisions of this section.
(1979, c. 416, § 15.1-1608; 1997, c. 587; 2006, cc. 929, 941.)
§ 15.2-5405. Certificate of incorporation or charter; addition and withdrawalof members; board of directors; indemnification of directors, officers oremployees.
A. After adoption or approval of the ordinances or agreement providing forthe creation of an authority, the articles of incorporation of the authorityshall be filed with the State Corporation Commission. If the StateCorporation Commission finds that the articles of incorporation conform tolaw, and the creation of such an authority is in the public interest, acertificate of incorporation or charter shall forthwith be issued, andthereupon the authority shall constitute a political subdivision of theCommonwealth and a body politic and corporate and shall be deemed to havebeen lawfully and properly created, established and authorized to exercisethe powers granted under this chapter.
In any suit, action or proceeding involving the validity or enforcement of,or relating to, any contract or action of the authority, the authority, inthe absence of establishing fraud in the premises, shall be conclusivelydeemed to have been established in accordance with the provisions of thischapter upon proof of the issuance of the aforesaid certificate by the StateCorporation Commission. A copy of such certificate, duly certified by theState Corporation Commission, shall be admissible in evidence in any suchsuit, action or proceeding, and shall be conclusive evidence of the filingand contents thereof.
Notice of the issuance of such certificate by the State CorporationCommission shall be given to each of the member governmental units of theauthority by the State Corporation Commission.
B. After the creation of an authority, any other governmental unit may becomea member thereof upon application to such authority after the adoption of anordinance by the governing body of the governmental unit authorizing suchgovernmental unit to become a member of the authority, and with the unanimousconsent of the members of the authority evidenced by ordinances of theirrespective governing bodies. Except for an authority created by agovernmental unit exempt from the referendum requirement of § 15.2-5403, anygovernmental unit may withdraw from an authority; however, all contractualrights acquired and obligations incurred while a governmental unit was amember shall remain in full force and effect.
In the case of the joining of a new member governmental unit to an authority,or in the case of the withdrawal of an existing member governmental unit froman authority, the articles of incorporation of the authority shall be amendedto evidence such joinder or withdrawal, as the case may be, and suchamendment shall be filed with the State Corporation Commission. Thereupon,the State Corporation Commission shall issue a certificate of joinder orwithdrawal, as the case may be, to which shall be attached a copy of theamendment to the articles of incorporation. The joining or withdrawal shallbecome effective upon the issuance of such certificate.
C. The powers of each authority created by the governing body of a singlegovernmental unit shall be exercised by a board of five directors, or, at theoption of the governing body of the particular governmental unit, a number ofdirectors equal to the number of persons on the governing body of thegovernmental unit. The powers of each authority created by the governingbodies of two or more governmental units shall be exercised by a board ofsuch number of directors specified in its articles of incorporation, whichshall be not less than one member for each governmental unit and not lessthan a total of five directors. The directors of an authority shall beselected in the manner and for the terms provided by the ordinance of asingle governmental unit, or the concurrent ordinances or agreement of two ormore of the governmental units creating the authority. No director shall beappointed for a term of more than four years but a director may bereappointed and succeed himself or herself. Directors shall hold office untiltheir successors have been appointed. When one or more additionalgovernmental units join an existing authority, each of such joininggovernmental units shall appoint not less than one director of the authority.
The directors of the authority shall elect one of their number chairman ofthe authority, and shall elect a secretary and treasurer and such otherofficers as are deemed necessary who need not be directors of the authority.The offices of secretary and treasurer may be combined. A majority of thedirectors of the authority shall constitute a quorum, and the vote of amajority of the directors shall be necessary for any action taken by theauthority. No vacancy in the board of directors of the authority shall impairthe right of a quorum to exercise all the rights and perform all the dutiesof the authority. If a vacancy occurs by reason of the death,disqualification or resignation of a director, the governing body of thegovernmental unit which appointed such director shall appoint a successor tofill his unexpired term. In the event of a vacancy in the board of directorsfor any reason, a successor shall be appointed within six months of the dateon which such vacancy occurred.
Whenever a governmental unit withdraws from an authority, the term of anydirector appointed to the board of directors from such governmental unitshall immediately terminate, and, if such termination results in less thanfive directors of the authority, additional directors shall be selected inthe manner and for the terms provided by the ordinances or agreement creatingthe authority so as to comply with the requirements of this section. Noelected official of a member governmental unit shall be a director of anauthority. No person shall serve as a director unless he resides within thegovernmental unit which has appointed him. Directors shall receive suchcompensation as shall be fixed from time to time by resolution or resolutionsof the governing body or bodies of the member governmental unit or units ofthe authority, and shall be reimbursed for any actual expenses necessarilyincurred in the performance of their duties.
D. An authority may defend, indemnify against loss or liability and saveharmless any of its directors, officers or employees whenever a claim ordemand is made or threatened, or whenever proceeded against in anyinvestigation or before any court, board, commission or other public body todefend or maintain his official position or a position taken in the course ofthe execution of his duties or because of any act or omission arising out ofthe performance of his official duties if the director, officer or employeeacted in good faith and in a manner he reasonably believed to be in, or notopposed to, the best interests of the authority. If it is ultimatelydetermined that a director, officer or employee of an authority is entitledto be indemnified by the authority as authorized in this section, he shall beindemnified against expenses, including attorneys' fees, actually andreasonably incurred by him in connection therewith. Expenses, includingattorneys' fees, incurred in defending a civil action, suit or proceeding maybe paid by an authority in advance of the final disposition of such action,suit or proceeding as authorized in the manner provided in this section uponreceipt of an undertaking by or on behalf of the director, officer oremployee, to repay such amount unless it shall ultimately be determined thathe is entitled to be indemnified by the authority as authorized in thissection.
The indemnification provided by this section shall not be deemed exclusive ofany other rights to which those indemnified may be entitled under any bylaw,agreement, or otherwise, both as to action in his official capacity and as toaction in another capacity while holding such office, and shall continue asto a person who has ceased to be a director, officer or employee, and shallinure to the benefit of the heirs, executors and administrators of suchperson. An authority shall have power to purchase and maintain insurance onbehalf of any person who is or was a director, officer or employee of theauthority against any liability asserted against him and incurred by him inany such capacity or arising out of his status as such, whether or not theauthority would have the power to indemnify him against such liability underthe provisions of this section.
(1979, c. 416, § 15.1-1608; 1997, c. 587; 2006, cc. 929, 941.)
