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HomeMy WebLinkAboutAgenda - 01-15-2008-4mREVISED 1/15/08 ATTACE~IENT ONLY Page 2 BoCd Italic ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: January 15, 2008 Action Agenda Item No. ~- - rYl SUBJECT: Orange County Small Business Loan Pool DEPARTMENT: EDC PUBLIC HEARING: (Y/N) No ATTACHMENT(S): Resolution Bylaws (pertaining to directors) INFORMATION CONTACT: Willie Best 245-2308 Yvonne Scarlett 245-2325 PURPOSE: To approve bylaw provisions pertaining to directors for the Orange County Small Business Loan Program (revised to include Orange County Financial Services Director as the eighth voting Board Member). BACKGROUND: The Board approved recommended changes to the operations of the Orange County Small Business Loan Program (including composition of the Board of Directors) on March 13, 2007. FINANCIAL IMPACT: The annual budget for the Economic Development Commission approved for Fiscal Year 2007-08 includes $75,000 funding. RECOMMENDATION(S): The Manager recommends that the Board approve the proposed bylaw provisions. 2 ARTICLE III Board of Directors 3.01. General Powers. The Company's business and affairs shall be managed by a Board of Directors consisting of eight persons. 3.02. Composition. The composition of the Board of Directors shall be as follows: (a) One member of the Orange County Board of Commissioners, as designated by that Board from time to time; (b) One member of the Orange County Economic Development Commission, as designated by that Commission from time to time; (c) The Director of Orange County Economic Development; (d) The Orange County Financial Services Director; [The Directors described in (a), (b), (c and (d) above are referred to in these Bylaws as the "County Directors. "J (e) Two employees of financial institutions (the "Bank Directors"); and (f) Two small business owners (the "Small Business Directors"). All persons serving as County Directors shall be deemed to be serving as Company Directors as a part of that individual's duties of office, and shall not be considered to be serving in a separate office. A person serving as a Director in such capacity shall immediately cease to be a Company Director upon such individual's cessation of service in the referenced capacity, whether or not such member's successor has been appointed and qualified for office. Each appointing authority for the Directors described in (a) and (b) above shall communicate any designation of a Director to the Secretary in any such manner as maybe reasonably acceptable to the Secretary. 3.03. Term of Office and Election of Bank Directors and Smail Business Directors. 3 (a) The initial Bank Directors and Small Business Directors, and their initial terms of office, shall be as follows: Name and Address Position Expiration of Term Bradley Curelop Bank Director June 30, 2009 BB&T Glynn Folk Small Business Director June 30, 2009 Ink Spot Copy Shop Carrboro Jim Evans Bank Director June 30, 2010 Harrin ton Bank Sherry Gray Small Business Director June 30, 2010 Yesterday & Today Frame Shop Hillsborou h (b) Each subsequent Bank Director and Small Business Director shall serve for a term established by the Board but not exceeding two years, in order to provide for an orderly staggering of terms among members of the Board. In any event, however, the term of each Director shall continue until such Director's successor has been duly appointed and qualified for office. Directors may serve an unlimited number of terms. (c) Each year, not earlier than May 1 and not later than June 15, beginning in the year 2009, all Directors shall meet to elect one Bank Director and one Small Business Director to take office on the following July 1. Such election may take place at any meeting of the Board, provided that either (i) notice of the meeting has indicated the election of Directors as among the purposes of the . meeting, or (ii) all Directors then serving in office are. in attendance at the meeting. (d) In electing Directors, the Board will endeavor to provide for geographic diversity among Bank Directors, and will endeavor to provide for at least one Small Business Director to have been in business for at least three years. The guidelines in this paragraph, however, are advisory only, and shall not be deemed to create rights in any Director or any other person. 3.04. Resignation. Any Director may, by written notice to the Secretary, resign at any time. 3.05. Removal. (a) A County Director may be removed only by such Director's appointing authority. 4 (b) A Bank Director or Small Business Director may be removed from office, without cause, by the vote of not less than four Directors, provided that either (i) notice of the meeting has indicated the possible removal of a Director as among the purposes of the meeting, or (ii) all Directors then serving in office are in attendance at the meeting. 3.06. Filling Vacancies. (a) Any vacancy of a County Director may be filled only by the proper appointing authority for such Director. (b) The Board may fill vacancies among the Bank Directors or Small Business Directors at any meeting of the Directors, provided that (i) notice of the meeting has indicated the possible election of a Director as among the purposes of the meeting, or (ii) all Directors then serving in office are in attendance at the meeting. Any Director so elected to fill a vacancy shall serve until the next election of Directors and until such Director's successor is elected and qualified. 3.07. Compensation. No officer or Director of the Company shall receive any compensation for service to the Company in any capacity, except that County Directors and other. County officers and employees may perform services to the Company as part of their respective. positions with the County. Directors and officers may, however, receive appropriate reimbursement for expenditures made on behalf of the Company and approved by the Board, and in addition Directors and officers may receive meals and services in connection with Board or committee meetings.