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HomeMy WebLinkAboutAgenda - 11-05-2007-4dORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: November 5, 2007 Action Agenda Item No. ~ -~ SUBJECT: Orange County Small Business Loan Pool -Bylaws Revision for Board of Directors DEPARTMENT: EDC PUBLIC HEARING: (Y/N) No ATTACHMENT(S): Resolution with Exhibit A -New Bylaws Provisions Related to the Board of Directors Current Bylaws Provisions Related to the Board of 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. BACKGROUND: The County Commissioners 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. The attached resolution was approved. by the Board of Directors of the Orange County Small Business Loan Program Company and now requires the approval of the County Commissioners. FINANCIAL IMPACT: This fund has a total of $75,000. There is no financial impact associated with the bylaws revision. RECOMMENDATION(S): The Manager recommends that the Board approve the revisions to the bylaws revisions related to the Board of Directors for the Orange County Small Business Loan Pool 0 Resolution of the Board of Directors of Orange County Small Business Loan Program Company -Changing Bylaw Provisions Pertaining to Directors WHEREAS, the Directors of the Orange County Small Business Loan Program Company have determined that it would be in the Company's.best interests to alter the provisions of the Company's bylaws pertaining to the Directors; THEREFORE, BE IT RESOLVED by the Board of Directors of the Orange County Small Business Loan Program Company that Article III of the bylaws, pertaining to Directors, is deleted and replaced in its entirety with the text set forth as Exhibit A; BE IT FURTHER RESOLVED that the Board of Commissioners of Orange County, North Carolina, is requested to approve this change to the bylaws; and BE IT FURTHER RESOLVED that (a) the Company's Secretary is authorized and directed to transmit this resolution to the Orange County Board of County Commissioners, and (b) all Company officers and Directors are authorized and directed to take all such further action as maybe appropriate to put this change to the bylaws in effect and to carry out the purposes and intents of this resolution. The undersigned Secretary of Orange County Small Business Loan Program Company certifies that the above is a correct and complete copy of a resolution duly adopted by the Company's Board of Directors at a special meeting duly called and held on October 11, 2007. A quorum was present and acting throughout such meeting. The required five-days notice of the meeting required by the bylaws had been properly delivered to all members of the Board of Directors in compliance with the requirements of the bylaws. The resolution was approved by a vote of 5 to 0, thereby providing the necessary two- thirds majority approval from the total of 5 Directors present at the meeting. In addition, the resolution was approved by the unanimous vote of all three County Directors, as required by the bylaws. WITNESS my signature and the seal of Orange County -Small Business Loan Program Company, this 1 l~' day of October, 2007. [SEAL] -~~~~~-~,~~r,~,~:. t ~ r «y'd r ~M° \. _ _ f -; . r t~ `;,. _ ~, `~ ~ "'rte ~~ ' %i ~ a`~~`~ Se retary Orange County Small Business Loan Program Company 3 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 seven persons. 3.02. Composition. The composition of Board of Directors shall be as ollows: ~(a) One member of the Orange County Board of Commissioners, as desi n~ ated by that Board in such manner as may be reasonably acceptable to the Secretary; (b) One member of the Oran~-e County Economic Development Commission as designated by that Commission in such manner as may be reasonably acceptable to the Secretary; ~) The Director- o,~' the Orange County Economic Development Commission; The Directors described in ~a,~(b) and ~c) above are referred to in these Bylaws as the "Count~Directors. "7 (d) Two emplo ey es off nancial institutions (the "Bank Directors "); and (e) Two small business owners (the "Small Business Directors ") (~ Orange County Financial Services Director (ex o f acio~ 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. 3.03. Term of Office and Election of Bank Directors and Small Business Directors. (a) The initial Bank Directors and Small Business Directors, and their initial terms o~'of~ce, shall be as ollows: Name and Address Position Expiration of Term Bradley Curelop BB&T Bank Director June 30, 2009 Glynn Folk Small Business Director June 30. 2009 Ink Spot Copy ShoA Carrboro Jim Evans Harris ton Bank Bank Director June 30, 2010 Sher~y Gray Small Business Director June 30. 2010 Yesterday & Today Frame Shoa Hillsborou h 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 off' each Director shall continue until such Director's successor has been duly appointed and qualified for_offce. Directors may serve an unlimited number o terms. (c) Each year, not earlier than May 1 and not later than June 15, beginning in the year 2009, all three 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 anv meetin~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 servin~_n. office are in attendance at the meeting-. d) In electing Directors, the Board will endeavor _. to provide for ~~eographic 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 ey qrs. The guidelines in this paragraph, however are advisory only, and shall not be deemed to create rights in anv Director or any other person. 3.04. Resignation. Any Director may, by written notice to the Secretary, resi ng at any time. 5 3 OS. Removal ~) A County Director may be removed only by such Director's pointing authority. (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 ~ notice the meeting has indicated the possible removal of a Director as amon~pu~oses of the meeting, or Vii) all Directors then serving in of tce are in attendance at the meeting.. 3 06 Filling Vacancies. L) Any vacancy of a County Director may be filled only by the proper appointing authority for such Director. .(b) The Board ma~f ll vacancies among the Bank Directors or Small Business Directors at any meetin~of the Directors, provided that (i notice o the meeting has indicated the possible election of a Director as among the purposes of the meeting, or iii) all Directors then serving in o face are in attendance at the meetin~~ Director so elected to ill a vacancy shall serve until the next election Directors and until such Director's successor is elected and c~uali ted. 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. CD ARTICLE III Board of Directors 3.01. Board of Directors: Size of Board. The Company's business and affairs shall be managed by a Board of Directors (the "Board") consisting of nine persons, which shall exercise all powers of the Company. 3.02. Initial Directors. The Board's initial members shall be as designated in the Company's Articles of Incorporation. 3.03. County Directors. The County shall at all times have the right to appoint three Directors (the "County Directors"). Unless at any time the County shall otherwise notify the Company, the County Directors shall be (a) the County Manager, (b) the County's Finance Officer, and (c) one member of the County's Governing Board as designated from time to time by such Governing Board. The initial County Directors are Margaret W. Brown, John Link, Jr. and Kenneth T. Chavious. 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. All persons serving as County Directors shall serve until their successors have been designated by the County's Governing Board, except that a person serving as a County Director shall cease to be a Company Director upon such individual's cessation of service as am elected official, officer or employee of the County, whether or not such member's successor shall be appointed and qualified for office. Each County Director (including elected officials) serves at the County's pleasure, and may be removed from office as a Director at any time, with or without cause, by resolution of the County's Governing Board, as certified to the Company's Secretary-Treasurer. 3.04. Independent Directors. The Board shall at all times (except in the case of temporary vacancies) include six Directors who are not elected officials, officers or employees of the County (the "Independent Directors"). The initial Independent Directors are as follows, and such persons shall serve terms expiring on the dates indicated below: June 30, 2000 June 30, 2000 June 30, 2000 June 30, 2001 June 30, 2001 June 30, 2001 The term of each Independent Director shall continue until such Director's successor has been duly appointed and qualified for office. Independent Directors may serve an unlimited number of terms. Each year, not earlier than May 1 and not later than June 15, beginning in the year 2000, the three Independent Directors whose terms extend beyond the following July 1 and the County Directors shall meet to elect three Independent Directors to take office on the following July 1. Such meeting and election may take place upon the conclusion of the Board's regular annual meeting provided for in Section 5.01. Each Independent Director so elected shall be elected for a term of two years. In the case of any vacancy among the Independent Directors occurring other than by the expiration of a term, the remaining Directors shall select a person to serve as an Independent Director for the remaining portion of the term. 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.