HomeMy WebLinkAboutAgenda - 11-01-94-IX-B 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
Action Agenda
Item No 1:X-$
ACTION AGENDA ITEM ABSTRACT
Meeting Date: November ,l, 1994
SUBJECT: Orange County Participation in Research Triangle Regional
Partnership
DEPARTMENT Economic Development PUBLIC HEARING YES NO X
ATTACHMENT(S) INFORMATION CONTACT
RTRP Resolution John Link, ext 2300
RTRP Map Ted Abernathy, ext 2325
10/21/94 Memo w/EDC Resolution TELEPHONE NUMBER
RTRP By-laws Hillsborough 732-8181
Chapel Hill 968-4501
Mebane 227-2031
Durham 688-7331
PURPOSE: To consider adopting a resolution for Orange County to join
the Research Triangle Regional Partnership (RTRP) , to appropriate funds
for first half year membership, and to consider appointments to the
RTRP Board of Directors.
BACKGROUND: During the 1994 Short Session, the North Carolina General
Assembly ratified Senate Bill 1505. Section 28.7 of that bill directed
the Department of Commerce to establish regional organizations for
promotion and expansion of economic development. The bill expanded the
Raleigh-Durham Regional Association from 3 to 13 counties for the
promotion of regional economic development ( 14 counties were initially
assigned but Montgomery County was reassigned to the Triad Region) .
The mission of the new organization, the RTRP, is to "cooperatively
market and promote the Triangle Region for the economic benefit of its
communities. "
The first year budget for the RTRP is $829,342. The State is
providing $565, 150 in funding for this budget through allocations to
the participating counties. By joining the RTRP, Orange County' s
allocation of just under $6,000 will be dedicated to the organization.
Should Orange County elect not to participate, that allocation would
revert to the State. As of October 15, all the other counties have
voted to join the partnership. The three central Counties (Orange,
Wake, and Durham) are being asked to appropriate funds equivalent to 15
cents per capita to the RTRP. For the first half year of operations,
Orange County' s contribution would be $7,050. Local private groups and
the other 10 counties will also be contributing. In future years, it
is expected that contributions from the central counties would increase
to 30 cents per capita.
Orange County would receive three seats on the RTRP Board of Directors,
including two seats on the Executive Committee. One board seat is
designated in the RTRP by-laws for Orange County' s Economic Development
Director. The Board of Commissioners would consider appointments to
the other two seats at a future Commissioners' meeting.
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RECOMMENDATION: The Manager recommends that the Board': ( 1) adopt the
attached resolution signifying Orange County' s joining the Research
Triangle Regional Partnership; (2) appropriate $7,050 from the
Commissioners' contingency account for Orange County' s first six months
contribution to the RTRP; (3) confirm the appointment of the Orange
County Economic Development Director to the RTRP Board; and (4 ) plan to
make appointments to the other two RTRP Board of Directors seats at a
future meeting.
3
r
Raleigh-Durham Regional Association
Marketing The Research Triangle Area
RESOLUTION TO JOIN
RESEARCH TRIANGLE REGIONAL PARTNERSHIP
WHEREAS, a bill directing the N.C. Department of Commerce to develop a program
promoting expansion of economic development efforts for all Counties in the State to participate
in and benefit from organized regional economic development activities was ratified in 1994;
and,
•
WHEREAS, each County participating in an assigned region is eligible to dedicate a
State funding allocation (based on distress factor) to that region; and,
WHEREAS, the Raleigh-Durham Regional Association was assigned 14 Counties to
promote regional economic development; and,
WHEREAS, the Raleigh-Durham Regional Association will be known as the Research
Triangle Regional Partnership; and,
WHEREAS, the allocation from the State shall be used for administrative and operating
expenses of the Research Triangle Regional Partnership, marketing, advertising, promotion and
economic development activities to secure jobs and new investment in the region served by the
association; and,
WHEREAS, in the event that a request is not made by Orange County to dedicate the
State allocation to the regional organization, the State allocation reverts back to the State.
NOW, THEREFORE, BE IT RESOLVED, that Orange County hereby joins the
Research Triangle Regional Partnership for promotion and economic development activities
further described and in accordance with section 28.7 of Senate Bill 1505.
WITNESSED this the day of , 1994.
WITNESSED BY:
•
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ORANGE COUNTY
T
TOMORROW
PR ESERY ATION•PROGRESS•PEOPLE
Memorandum to: Orange County Board of Commissioners
From: Ted Abernathy
/
Date: October 21, 1994
Subject: Research Triangle Regional Partnership
The concept of the Research Triangle Regional Partnership
(RTRP) is that when business prospects approach the
Department of Commerce, they will be referred to regions that
meet their specifications rather than to a specific town or
county. This partnership encourages working together to
bring prospects to the region while each municipality/county
maintains its own standards and guidelines for development.
At the October 13, 1994 meeting of the Orange County Economic
Development Commission, the Board unanimously approved a
motion asking:
that the Orange County Board of County Commissioners
support the Research Triangle Regional Partnership
(RTRP) concept and approve County participation in
the partnership, including allocation of funds.
ORANGE COUNTY ECONOMIC DEVELOPMENT COMMISSION
POST OFFICE BOX 1177 • HILLSBOROUGH,NORTH CAROLINA 27278
(4191712-R1R1 (9191968-4501 (919)688-7331 (919)227-2031 FAX(919)644-3008
6
EXHIBIT B
BYLAWS
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O
AP
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7
BY-LAWS
OF
RESEARCH TRIANGLE REGIONAL PARTNERSHIP
December 1, 1994
Table of Contents
ARTICLE I Name and Purpose 1
Section 1. Name 1
Section 2 . Purpose 1
ARTICLE II Offices a.
Section 1. Registered Office, 1
Section 2. Other Offices 2
ARTICLE III Board of Directors 2
Section 1. General Powers 2
Section 2. Number. Tenure. and Qualification 2
Section 3. Chairman of the Board 7
Section 4 . Vice-Chairman of the Board 7
Section 5. Duties 8
Section 6. Beaular Meetings
Section 7. Special Meetings 9
Section 8. Notice of Meetings 9
Section 9. Quorum 10
Section 10. Voting 11
Section 11. Informal Action by Directors or Committees, 11
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8
Section 12. Resignation of Directors 12
Section 13. Vacancies
12
Section 14 . Compensation of Directors 13
Section 15. Director's Adverse Interest 13
Section 16. Certain Director Liability 13
ARTICLE IV Committees
15
Section i. Executive Committee 15
Section 2. General Powers
16
Section 3. Quorum
16
Section 4 . Meetings
16
Section 5. Vacancies
17
Section 6. Nominating Committee 17
Section 7. Other Committees 17
Section 8. Committee Action as Board Action 18
Section 9. Limitation of Powers 18
Section 10. Removal
19
ARTICLE V Officers
19
Section 1. Number of Officers 19
Section 2. Election. Term of Office and Qualifications 19
Section 3. Subordinate Officers and Agents 20
Section 4. Duties
20
Section 5. Removal
20
Section 6. Resignations 21
Section 7. Vacancies
21
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Section 8. President
21
Section 9 . Secretary_ 22
Section 10. Treasurer 22
Section 11. Duties of Officers May be Delegated . . . 23
Section 12. Compensation of Officers 23
ARTICLE VI Contracts, Loans. Deposits, Checks, Drafts,
Etc 23
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Section 1. Contracts 23
Section 2. Loans 24
Section 3 . Deposits 24
Section 4. Checks, Drafts. Etc. 24
Section 5. Finances 25
ARTICLE VII General Provisions 26
Section 1. Corporate Seal 26
Section 2. Fiscal Year 26
Section 3. Waiver of Notice 26
Section 4. Amendment to By-laws. 27
Section 5. Officer, Director. Employee. and Agent
Indemnification 27
Section 6. Procedures 32
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BY-LAWS
OF
RESEARCH TRIANGLE REGIONAL PARTNERSHIP
ARTICLE I
Name and Purpose
Section 1. Name. The name of the corporation shall be
"Research Triangle Regional Partnership".
Section 2. Purpose. The purpose of the corporation shall be
to promote the economic development of the Research Triangle Region
in the State of North Carolina (the "Research Triangle Region") .
The Research Triangle Region consists of the following counties:
Durham, Orange and Wake Counties (the "Central Counties") ;
Franklin, Granville, Person, Vance and Warren Counties (the
"Northern Counties") ; and Chatham, Harnett, Johnston, Lee and Moore
Counties (the "Southern Counties") .
ARTICLE II
'Offices
Section i. Registered Office. The corporation shall have and
continuously maintain in the State of North Carolina, a registered
office and a registered agent whose office is identical with such
registered office. Such registered office shall be located at
Terminal A, Raleigh-Durham International Airport, Morrisville, Wake
County, North Carolina 27623, or at such other place within the
State of North Carolina as may from time to time be fixed and
determined by the Board of Directors.
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Section 2. Other Offices. The corporation may have offices at
such places, either within or outside the State of North Carolina,
as the Board of Directors may from time to time determine.
ARTICLE III
Board of Directors
Section 1. General. Powers. The property, affairs and business
of the corporation shall be managed by the Board of Directors.
Section 2. Number. Tenure, and Oualification.
(a) Number. The governing body of the corporation shall be
the Board of Directors, which shall have up to fifty-four (54)
members.
(b) Central Counties. The Central Counties shall be
represented by up to twenty-four (24) Directors, to be selected as
follows: Those four (4) persons who are the chief elected officer
and the chief elected officer (elect) of each of The Greater
Raleigh Chamber of Commerce and the Durham Chamber of Commerce,
Inc. on July 1 of each year (or their replacements) shall serve as
members of the Board of Directors ex officio, with the right to
vote, from July 1 of such year (or from the date of replacement)
through June 30 of the next year. Those two (2) persons who are
then the chief executive officer of each of The Greater Raleigh
Chamber of Commerce and the Durham Chamber of Commerce, Inc. shall
serve as members of the Board of Directors ex officio, with the
right to vote, for so long as they hold the office entitling them
to serve as Directors. Seven (7) Directors shall be designated by
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The Greater Raleigh Chamber of Commerce, and seven (7) Directors
shall be designated by the Durham Chamber of Commerce, Inc. Orange
County shall be represented by three (3) Directors, two (2) of whom
shall be designated by the Orange County Economic Development
Commission (and approved by the Board of County Commissioners of
Orange County if required by such Board) . That person who is then
the primary paid professional affiliated with the Economic
Development Commission in Orange County shall serve as a member of
the Board of Directors ex officio, with the right to vote, for so
long as such person holds the office entitling such person to serve
as a Director. That person who is then the chief executive officer
of the Research Triangle Foundation shall serve as a member of the
Board of Directors ex officio, with the right to vote, for so long
as such person holds the office entitling such person to serve as
a Director.
The initial sixteen (16) designated Directors shall serve
terms of two (2) years. At the conclusion of such two (2) year
term eight (8) of those Directors who are their successors shall be
designated for a two (2) year term (with four (4) to be designated
by the Durham Chamber of Commerce, Inc. , with three (3) to be
designated by The Greater Raleigh Chamber of Commerce, and with one
(1) to be designated by the Orange County Economic Development
Commission (and approved by the Board of County Commissioners of
Orange County if required by such Board) , and eight (8) of those
Directors who are their successors shall be designated for a one
(1) year term (with three (3) to be designated by the Durham
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Chamber of Commerce, Inc. , with four (4) to be designated by The
Greater Raleigh Chamber of Commerce, and with one (1) to be
designated by the Orange County Economic Development Commission
(and approved by the Board of County Commissioners of Orange County
if required by such Board) . Thereafter, Directors shall be
designated to serve two (2) year terms, with The Greater Raleigh
Chamber of Commerce being entitled to designate Directors to
succeed to its previously designated Directors vacating office,
with the Durham Chamber of Commerce, Inc. being entitled to
designate Directors to succeed to its previously designated
Directors vacating office, and with the Orange County Economic
Development Commission being entitled to designate Directors
(subject to approval by the Board of County Commissioners of Orange
County if required by such Board) to succeed its previously
designated Directors vacating office.
(c) Northern Counties. The Northern Counties shall be
represented by up to fifteen (15) Directors, to be selected as
follows: Each of the Northern Counties shall be represented by
three (3) Directors. The County Economic Development Commission,
Corporation or Office of each of the Northern Counties shall
designate- (subject to approval by the Board of County Commissioners
of such County if required by such Board) two (2) Directors. That
person who is then the primary paid professional affiliated with
the Economic Development Commission, Corporation or Office in each
Northern County shall serve as a member of the Board of Directors
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ex officio, with the right to vote, for so long as such person
holds the office entitling such person to serve as a Director.
The initial ten (10) designated Directors shall serve terms of
two (2) years. At the conclusion of such two (2) year term five
(5) of those Directors who are their successors shall be designated
for a two (2) year term (with one (1) to be designated by the
Economic Development Commission, Corporation or Office of each of
the Northern Counties (and approved by the Board of County
Commissioners of such County if required by such Board) ) , and five
(5) of those Directors who are their successors shall be designated
for a one (1) year term (with one (1) to be designated by the
Economic Development Commission, Corporation or Office of each of
the Northern Counties (and approved by the Board of County
Commissioners of such County if required by such Board) ) .
Thereafter, Directors shall be designated to serve two (2) year
terms, with the Economic Development Commission, Corporation or
Office of each Northern County being entitled to designate
Directors (subject to approval by the Board of County Commissioners
of such County if required by such Board) to succeed to its
previously designated Directors vacating office.
(d) Southern Counties. The Southern Counties shall be
represented by up to fifteen (15) Directors, to be selected as
follows: Each of the Southern Counties shall be represented by
three (3) Directors. The County Economic Development Commission,
Corporation or Office of each of the Southern Counties shall
designate (subject to approval by the Board of County Commissioners
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of such County if required by such Board) two (2) Directors. That
person who is then the primary paid professional affiliated with
the Economic Development Commission, Corporation or Office in each
Southern County shall serve as a member of the Board of Directors
ex officio, with the right to vote, for so long as such person
holds the office entitling such person to serve as a Director.
The initial ten (10) designated Directors shall serve terms of
two (2) years. At the conclusion of such two (2) year term five
(5) of those Directors who are their successors shall be designated
for a two (2) year term (with one (1) to be designated by the
Economic Development Commission, Corporation or Office of each of
the Southern Counties (and approved by the Board of County
Commissioners of such County if required by such Board) ) , and five
(5) of those Directors who are their successors shall be designated
for a one (1) year term (with one (1) to be designated by the
Economic Development Commission, Corporation or Office of each of
the Southern Counties (and approved by the Board of County
Commissioners of such County if required by such Board) ) .
Thereafter, Directors shall be designated to serve two (2) year
terms, with the Economic Development Commission, Corporation or
Office of each Southern County being entitled to designate
Directors (subject to approval by the Board of County Commissioners
of such County if required by such Board) to succeed to its
previously designated Directors vacating office.
(e) Tenure and Oualification. Members of the Board of
Directors shall be designated at the annual meeting of the
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Directors. Each Director's term of office shall begin on the first
day of July after such Director's designation, and shall continue
until the Director's successor shall have been duly designated and
qualified or until the Director's death or resignation or
disqualification or removal. Directors need not be residents of
North Carolina.
Section 3. Chairman of the Board. A Chairman of the Board
shall be elected from among the Directors by the Directors at the
annual meeting of the Board of Directors occurring in an even
numbered year, commencing with the 1992 annual meeting, by a
majority of the Board of Directors present and voting at such
meeting. The Chairman of the Board shall serve for a term of two
(2) years beginning on the first day of July after such Chairman's
election, and continuing until the Chairman's successor shall have
been duly elected and qualified or until the Chairman's death or
resignation, disqualification or removal. The Chairman of the
Board shall preside at all meetings of the Board of Directors,
shall serve as the chairman of the Executive Committee, and shall
perform such other duties as shall be assigned by the Board of
Directors.
A vacancy in the office of Chairman of the Board because of
death, resignation, removal, or disqualification or any other cause
shall be filled for the unexpired portion of the term by the Vice-
Chairman of the Board.
Section 4. Vice-Chairman of the Board. A Vice-Chairman of the
Board shall be elected from among the Dieectors at the annual
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1
meeting of the Board of Directors occurring in an even numbered
year, commencing with the 1992 annual meeting, by a majority of the
Board of Directors present and voting at such meeting. The Vice-
Chairman of the Board shall serve for a term of two (2) years
beginning on the first day of July after such Vice-Chairman's
election, and continuing until the Vice-Chairman's successor shall
have been duly elected and qualified or until the Vice-Chairman's
death or resignation, disqualification or removal. The Vice-
Chairman of the Board shall preside at all meetings of the Board of
Directors in the absence of the Chairman of the Board, and shall
perform such other duties as shall be assigned by the Chairman of
the Board. The Vice-Chairman of the Board shall be the Chairman-
elect of the Board.
A vacancy in the office of Vice-Chairman of the Board because
of death, resignation, removal, or disqualification or any other
cause shall be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting of the Board
of Directors.
Section 5. Duties. Directors shall stand in a fiduciary
relation to the corporation and shall discharge the duties of their
respective positions in good faith, and with that diligence and
care which ordinarily prudent individuals would exercise in similar
circumstances in like positions.
Section 6. Regular Meetings. Semiannual meetings of the Board
of Directors shall be held in the Research Triangle Region during
the months of May and November of each year, and the meeting held
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during the month of May of each year shall constitute the annual
meeting of the Board of Directors. The Board of Directors may
provide by resolution for the holding of such meeting at a place
other than the Research Triangle Region, without other notice than
such resolution.
Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman or by
two (2) or more of the Directors. The person or persons authorized
to call special meetings of the Board may fix any place, either
within or without the State of North Carolina, as the place for
holding such special meetings.
Section 8. Notice of Meetings. Notice of each regular meeting
of the Board of Directors shall be given at least fourteen (14)
days prior thereto. Notice of any special meeting of the Board of
Directors shall be given at least two (2) days prior thereto. All
notices shall be in writing delivered personally or sent by mail,
telegram or facsimile transmission to each Director at the
Director's address as shown on the records of the corporation. If
mailed, such notice shall be deemed to be delivered when deposited
in the United States Mail in a sealed envelope so addressed, with
postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. If notice be given by
facsimile transmission, such notice shall be deemed to be delivered
when the facsimile transmission is completed. Any Director may
waive notice of any meeting. The attendance of a Director at any
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meeting shall constitute a waiver of notice of such meeting, except
where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the Board need be specified in the notice or waiver of notice of
such meeting, unless specifically required by law, by the Articles
of Incorporation of the corporation, or by these by-laws.
Section 9. Quorum. The presence of forty percent (40%) of the
members of the Board of Directors at a meeting duly assembled shall
constitute a quorum for the transaction of business; provided, if
less than a quorum of the Directors shall be present at the time
and place of any meeting, the Directors present may adjourn the
meeting from time to time until a quorum. shall be present, and
notice of any adjourned meeting need not be given; provided, that
the time and place are fixed at the meeting adjourning and the
period of adjournment does not exceed ten (10) days in any one
adjournment. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of
enough Directors to have less than a quorum, if any action taken is
approved by at least a majority of the required quorum for such a
meeting. Any one (1) or more Directors or members of a committee
may participate in a meeting of the Board or committee by means of
a conference telephone or similar communications device which
allows all persons participating in the meeting to hear each other
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and such participation in a meeting shall be deemed presence in
person at such meeting.
Section 10. Voting. Except as otherwise expressly provided by
law, or by the Articles of Incorporation of the corporation, or by
these by-laws, the action of a majority of the Directors present at
a meeting at which a quorum is present shall be the action of the
Board of Directors. Any Director who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless such
Director's contrary vote is recorded or the Director's dissent is
otherwise entered in the minutes of the meeting or unless the
Director shall file written dissent to such action with the person
acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action. If action taken by the
Executive Committee is not thereafter formally considered by the
Board of Directors, a Director may dissent from such action by
filing written objection with the Secretary of the corporation with
reasonable promptness after learning of such action.
Section 11. Informal Action by Directors or Committees.
Action taken by a majority of the Directors or members of a
committee without a meeting is nevertheless Board or committee
action if written consent to the action in question is signed by
all the Directors or members of the committee, as the case may be,
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and filed with the minutes of the proceedings of the Board or
committee, whether done before or after the action so taken. If a
meeting of Directors otherwise valid is held without proper call or
notice, action taken at such meeting otherwise valid is deemed
ratified by a Director who did not attend unless promptly after
having knowledge of the action taken and of the impropriety in
question the Director files with the Secretary of the corporation
written objection to the holding of the meeting or to any specific
action so taken.
Section 12 . Resignation of Directors. Any Director may resign
at any time by giving notice thereof in writing to the President or
Secretary of the corporation. Such resignation shall take effect
at the time specified therein, or if no time is specified, at the
time such resignation is received by the President or Secretary,
unless it shall be necessary to accept such resignation by its
terms before it becomes effective, in which event the resignation
shall take effect upon its acceptance by the Board of Directors.
Section 13 . Vacancies. In the event of any vacancy occurring
in the Board of Directors by death, resignation, disqualification
or removal, the remaining Directors shall continue to act; and such
vacancy may be filled by the designation of the body which
designated the Director whose death, resignation, disqualification
or removal created the vacancy. Any Director so chosen shall hold
office for the unexpired portion of the term of the person whom the
newly designated Director succeeds and until the Director's
successor shall have been duly designated and qualified, or until
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the Director's death, or resignation or disqualification or
removal.
Section 14. Compensation of Directors. Directors shall not
receive any compensation for their services as such; provided,
however, nothing herein contained shall be construed to preclude
any person who is a Director from also serving the corporation in
another capacity and receiving just and reasonable compensation
therefor. In the case of compensation paid or voted for services
of a Director, the standard of what is "just and reasonable" is
what would be paid for such services at arm's length under
competitive conditions.
Section 15. Director's Adverse Interest. Any corporate
transaction in which a Director has an adverse interest must be
approved in good faith by a majority, not less than two (2) , of the
disinterested Directors present even though less than a quorum,
irrespective of the participation of the adversely interested
Director in the approval.
Section 16. Certain Director Liability. In addition to other
liabilities imposed by law upon directors, a Director shall be
subject to the following liabilities:
(a) All Directors who vote for or assent to any distribution
of assets of the corporation contrary to any lawful restrictions in
the North Carolina Nonprofit Corporation Act, the Articles of
Incorporation of the corporation, or these by-laws, shall be
jointly and severally liable to the corporation for the amount of
such distribution; provided, such liability shall not exceed the
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debts, obligations and liabilities existing at the time of such
vote or assent which are not thereafter paid and discharged, plus
any loss sustained therefrom by members at the time of such vote or
assent other than the members receiving the payment in question;
and provided further, a Director shall not be liable for such a
vote or assent if the Director relied and acted in good faith and
reasonably upon financial statements of the corporation represented
to be correct and to be based upon generally accepted principles of
sound accounting practice by the President or the Treasurer, or
certified by an independent public accountant or by a certified
public accountant or firm of such accountants to fairly reflect the
financial condition of the corporation.
(b) All Directors who vote for or assent to any distribution
of assets of the corporation during the liquidation of the
corporation without the payment and discharge of, or making
adequate provision for, all known or reasonably ascertainable
debts, obligations, and liabilities of the corporation shall be
jointly and severally liable to the corporation for the value of
such assets which are distributed, to the extent that such debts,
obligations and liabilities of the corporation are not thereafter
paid or discharged; provided, a Director shall not be liable for
such a vote or assent if the Director relied and acted in good
faith and reasonably upon financial statements of the corporation
represented to be correct and to be based upon generally accepted
principles of sound accounting practice by the President or the
Treasurer, or certified by an independent public accountant or by
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a certified public accountant or firm of such accountants to fairly
reflect the financial condition of the corporation.
(c) All Directors who vote for or assent to the making of any
loan or guaranty or other form of security by the corporation to or
for the benefit of the Directors or officers of the corporation, or
any of them, except loans, guaranties or other forms of security
made to full time employees of the corporation who are also
Directors or officers of the corporation, shall be jointly and
severally liable to the corporation for the repayment or return of
the money or value loaned, with interest thereon at the rate of six
percent (6%) a year until paid, or for any liability of the
corporation upon the guaranty.
ARTICLE IV
Committees
Section 1. Executive Committee. There shall be an Executive
Committee of the Board of Directors, which shall be selected by the
Board of Directors at its annual meeting and which shall consist of
at twenty (20) persons who are members of the Board of Directors
during their tenure as members of the Executive Committee. Six (6)
members of the Executive Committee shall be Directors who are
representatives of the Central Counties (with two (2) members from
each Central County) , five (5) members of the Executive Committee
shall be Directors who are representatives of the Northern Counties
(with one (1) member from each Northern County) , and five (5)
members of the Executive Committee shall be Directors who are
representatives of the Southern Counties (with one (1) member from
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each Southern County) . In addition, the Executive Committee shall
include the following: (a) the Chairman of the Board, (b) the
Vice-Chairman of the Board, (c) the immediate past Chairman of the
Board, and (d) that person who is then the chief executive officer
of the Research Triangle Foundation. The composition of the
Executive Committee shall be such that included among the members
of the Executive Committee are: (a) that person who is then the
chief executive officer of The Greater Raleigh Chamber of Commerce,
(b) that person who is then the chief executive officer of the
Durham Chamber of Commerce, Inc. , (c) at least one (1) of those
Directors who is then the primary paid professional affiliated with
the Economic Development Commission, Corporation or Office in one
of the Northern Counties, and (d) at least one (1) of those
Directors who is then the primary paid professional affiliated with
the Economic Development Commission, Corporation or Office in one
of the Southern Counties.
Section 2. General Powers. The Executive Committee shall have
and may exercise, in the interim between meetings of the Board of
Directors, and except as otherwise provided in Section 9 of this
Article, all the powers of the Board of Directors.
Section 3 . Quorum. The presence of a majority of the members
of the Executive Committee at a meeting duly assembled shall
constitute a quorum for the transaction of business.
Section 4. Meetinas. Regular meetings of the Executive
Committee shall be held at least quarterly during the months of
February, May, August and November of each year. Special meetings
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of the Executive Committee may be called by or at the request of
the Chairman of the Executive Committee or by two (2) or more of
the Executive Committee members. All meetings of the Executive
Committee shall be held in the Research Triangle Region or such
other location as a majority of the members of the Executive
Committee may agree.
Section 5. Vacancies. In the event of any vacancy occurring
in the Executive Committee by death, resignation, disqualification,
or otherwise, the vacancy shall be filled by the Chairman.
Positions filled for an interim period shall be for the balance of
the remaining term.
Section 6. Nominating Committee. The Chairman shall appoint
a Nominating Committee, specifying its chairman, from the Board of
Directors not later than March i of each year to nominate
candidates for officers (where appropriate) and the Executive
Committee. The Nominating Committee shall consist of at least four
(4) members (at least two (2) of whom shall be Directors who are
representatives of the Central Counties, at least one (1) of whom
shall be a Director who is a representative of the Northern
Counties, and at least one (1) of whom shall be a Director who is
a representative of the Southern Counties) who shall report their
nominations to the Board of Directors at its regular annual meeting
each year.
Section 7. Other Committees. By resolution adopted by a
majority of the Directors present at a meeting at which a quorum is
present, the Board of Directors may designate one (1) or more
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additional committees which shall consist of two (2) or more
Directors, not having and exercising the authority of the Board of
Directors.
Section 8 . Committee Action as Board Action. The designation
of any committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors or any member thereof of
any responsibility or liability imposed upon it or the member by
law; and any resolutions adopted or other action taken by any such
committee within the scope of authority delegated to it by the
Board of Directors shall be deemed for all purposes to be adopted
or taken by the Board of Directors.
Section 9. Limitation of Powers. No Committee shall have
authority as to the following matters:
(a) The dissolution, merger or consolidation of the
corporation; the amendment of the Articles of Incorporation of
the corporation; or the sale, lease or exchange of all or
substantially all of the property of the corporation.
(b) The designation of any such committee or the filling
of vacancies in the Board of Directors or in any such
committee.
(c) The amendment or repeal of these by-laws, or the
adoption of new by-laws.
(d) The amendment or repeal of any resolution of the
Board of Directors which by its terms shall not be so
amendable or repealable.
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(e) The fixing of compensation of the Directors for
serving on the Board of Directors or on any such committee.
Section 10. Removal. Any committee or any member thereof may
be discharged or removed by action of a majority of the Board of
Directors present at a meeting at which a quorum is present.
ARTICLE V
Officers
Section i. Number of Officers. The officers of the
corporation shall be a Chairman of the Board of Directors, a Vice-
Chairman of the Board of Directors, a President, a Secretary, a
Treasurer and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article. Any two (2)
offices or more may be held by one (1) person, except the offices
of President and Secretary; but no officer shall sign or execute
any document in more than one (1) capacity, or otherwise act in
more than one (1) capacity where action of two (2) or more officers
is required.
Section 2. Election. Term of Office and Qualifications. Each
officer, except such officers as may be appointed in accordance
with the provisions of Section 3 of this Article, shall be elected
by the Board of Directors at its annual meeting and shall hold
office for two (2) years with each officer's term of office
beginning on the first day of July after the officer's election,
and continuing until such officer's successor shall have been duly
elected and qualified or until the officer's death or resignation
or disqualification or removal from office.
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Section 3 . Subordinate Officers and Agents. The Board of
Directors from time to time may appoint other officers or agents,
each of whom shall hold office for such period, have such
authority, and perform such duties as the Board of Directors from
time to time may determine. The Board of Directors may delegate to
any officer or agent the power to appoint any subordinate officer
or agent and to prescribe that officer or agent's respective
authority and duties.
Section 4 . Duties. Officers shall stand in a fiduciary
relation to the corporation and shall discharge the duties of their
respective positions in good faith, and with that diligence and
care which ordinarily prudent individuals would exercise in similar
circumstances in like positions.
Section 5. Removal. The officers specifically designated in
Section 1 of this Article may be removed either with or without
cause, by vote of a majority of the whole Board of Directors at a
special meeting of the Board called for that purpose. The officers
appointed in accordance with the provisions of Section 3 of this
Article may be removed, either with or without cause, by the Board
of Directors, by a majority vote of the Directors present at any
meeting, or by any officer or agent upon whom such power of removal
may be conferred by the Board of Directors. The removal of any
person from office shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment
of an officer shall not of itself create contract rights.
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Section 6. Resignations. Any officer may resign at any time
by giving written notice to the Board of Directors or to the
President or the Secretary of the corporation, or, if the officer
was appointed by an officer or agent in accordance with Section 3
of this Article, by giving written notice to the officer or agent
who made the appointment. Any such resignation shall take effect
upon its being accepted by the Board of Directors or by the officer
or agent appointing the person so resigning.
Section 7. Vacancies. A vacancy in any office because of
death, resignation, removal, or disqualification, or any other
cause, shall be filled for the unexpired portion of the term by the
Executive Committee at any regular meeting provided seven (7) days
notice has been given in writing to the entire Board of Directors.
Section 8. President. The President shall be the chief
executive officer of the corporation and, subject to the
instructions of the Board of Directors or the Chairman of the
Board, shall have general control and supervision of the business,
affairs, and property of the .corporation and control over its other
officers, agents and employees. The President shall serve as a
member of the Board of Directors and Executive Committee ex-
officio, without right to vote unless the President has otherwise
been elected as a Director. The President shall be the official
spokesperson for the corporation. The President shall have the
powers and duties generally vested in the office of president of a
corporation and shall have such other powers and duties as from
time to time may be assigned by the Board of Directors or the
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Chairman of the Board. The corporation shall not be required to
have a President and in the absence thereof the Chairman of the
Board shall have all of the power and authority of the President
granted by law, by the Articles of Incorporation of the
corporation, or by these by-laws.
Section 9 . Secretary. The Secretary shall keep and distribute
the minutes of the meetings of the Board of Directors and shall see
that all notices are duly given in accordance with the provisions
of these by-laws or as required by law. The Secretary shall be
custodian of the records, books, reports, statements, certificates
and other documents of the corporation and the seal of the
corporation, and see that the seal is affixed to all documents
requiring such seal. In general, the Secretary shall perform all
duties and possess all authority incident to the office of
secretary, and the Secretary shall perform such other duties and
have such other authority as from time to time may be assigned by
the Board of Directors.
Section 10. Treasurer. The Treasurer shall act as the Chief
Financial Officer of the corporation and shall have supervision
over the funds, securities, receipts, and disbursements of the
corporation and shall be the custodian of all appropriate financial
books and records of the corporation. The Treasurer shall in
general perform all duties and have all authority incident to the
office of treasurer and shall perform such other duties and have
such other authority as from time to time may be assigned or
granted by the Board of Directors.
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Section 11. Duties of Officers May be Delegated. In case of
the absence of any officer of the corporation or for any other
reason that the Board may deem sufficient, the Board may delegate
the powers or duties of such officers to any other officer or to
any Director.
Section 12. Compensation of Officers. The compensation, if
any, of the officers of the corporation shall be fixed at a
reasonable amount from time to time by the Board of Directors, and
no officer shall be prevented from receiving such compensation by
reason of the fact that the officer is also a Director of the
corporation. The Board of Directors may delegate to any officer
who has been given power to appoint subordinate officers or agents,
as provided in Section 3 of this Article, the authority to fix the
salaries or other compensation of any such officers or agents so
appointed.
ARTICLE VI
Contracts, Loans, Deposits. Checks, Drafts. Etc.
Section 1. Contracts. Except as otherwise provided in these
by-laws, the Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or to execute
or deliver any instruments on behalf of the corporation, and such
authority may be general or confined to specific instances. In the
absence of any action by the Board of Directors to the contrary,
the President of the corporation shall be authorized to execute
such instruments on behalf of the Corporation.
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Section 2. Loans. No loans shall be contracted on behalf of
the corporation and no evidences of indebtedness shall be issued in
its name, unless and except as authorized by the Board of
Directors. Any officer or agent of the corporation thereunto so
authorized may effect loans or advances for the corporation and for
such loans and advances may make, execute, and deliver promissory
notes, bonds, or other evidences of indebtedness of the
corporation. Any such officer or agent, when thereunto so
authorized, may mortgage, pledge, hypothecate, or transfer as
security for the payment of any and all loans, advances,
indebtedness, and liabilities of the corporation any real property
and all stocks, bonds, other securities, and other personal
property at any time held by the corporation, and to that end, may
endorse, assign, and deliver the same, and do every act and thing
necessary or proper in connection therewith. Such authority may be
general or confined to specific instances.
Section 3. Deposits. All funds of the corporation shall be
deposited from time to time' to the credit of the corporation in
such banks or trust companies or with such bankers or other
depositories as the Board of Directors may select, or as may be
selected by any officer or officers, agent or agents of the
corporation to whom such power may from time to time be given by
the Board of Directors.
Section 4. Checks, Drafts, Etc. All notes, drafts,
acceptances, checks and endorsements or other evidences of
indebtedness shall be signed on behalf of the corporation in such
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manner as shall from time to time be determined by resolution of
the Board of Directors. Endorsements for deposit to the credit of
the corporation in any of its duly authorized depositories shall be
made by the President, the Treasurer, or by any officer or agent
who may be designated by resolution of the Board of Directors in
such manner as such resolution may provide.
Section 5. Finances.
(a) In order to pursue the purposes herein set forth,
the corporation shall have full power to receive donations,
bequests, devises and gifts of money and property; to
purchase, lease and otherwise acquire and hold, sell, donate,
and otherwise dispose of all kinds of property, real,
personal, and mixed, which may be deemed necessary in order to
carry out the objectives and purposes for which the
corporation is created.
(b) All properties shall be held in the name of the
corporation.
(c) No obligation or expense shall be incurred and no
money shall be appropriated without prior approval of the
Board of Directors. The Board of Directors shall adopt a
budget for the corporation for each fiscal year of the
corporation. Upon adoption of the budget, the officers of the
corporation are authorized to make disbursements on accounts
and expenses provided for in the budget without additional
approval of the Board of Directors. Disbursements shall be by
check.
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(d) The accounts of the corporation shill be audited by
a certified public accountant annually, as soon as practical
after the close of the fiscal year. The audit shall be
available at all times to the Board of Directors for
examination.
(e) The President, Secretary, Treasurer, and such others
as may be designated by the Board of Directors or Executive
Committee, shall be bonded under terms and through an agency
approved by the Board of Directors. The premium of any and
all bonds shall be paid by the corporation.
ARTICLE VII
General Provisions
Section 1. Corporate Seal. The corporate seal shall be in
such form as shall be approved from time to time by the Board of
Directors.
Section 2. Fiscal Year. The fiscal year of the corporation
shall be determined, and may be changed, by resolution of the Board
of Directors.
Section 3 . Waiver of Notice. Whenever any notice whatever is
required to be given under the provisions of the North Carolina
Nonprofit Corporation Act or under the provisions of the Articles
of Incorporation or the by-laws of the corporation, a waiver
thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
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Section 4 . Amendment to By-laws. These by-laws may be
altered, amended, or repealed, and new by-laws may be adopted by a
majority of the Directors then in office; provided, however, at
least seven (7) days notice in writing shall be given of the
intention to alter, amend, or repeal or to adopt new by-laws.
Section 5. Officer, Director, Emblovee, and Agent
Indemnification.
(a) The corporation shall indemnify any Director or
officer or former Director or officer of the corporation or
any person who may have served at its request as a director or
officer of another corporation, partnership, joint venture,
trust or other enterprise against liabilities and reasonable
litigation expenses, including attorneys' fees, incurred by
the Director or officer in connection with any action, suit or
proceeding in which the Director or officer is made or
threatened to be made a party by reason of being or having
been such Director or officer, except in relation to matters
as to which the Director or officer shall be adjudged in such
action, suit or proceeding to have acted in bad faith or to
have been liable or guilty by reason of willful misconduct in
the performance of duty.
(b) The corporation may purchase and maintain insurance
on behalf of any person who is or was a Director, officer,
employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer,
employee, or agent of another corporatidn, partnership, joint
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venture, trust, or other enterprise against any liability
asserted against the Director, officer, employee or agent and
incurred in such capacity, or arising out of the Director,
officer, employee or agent's status as such, whether or not
the corporation would have the power to indemnify the
Director, officer, employee or agent against such liability.
(c) Expenses incurred by a Director, officer, employee
or agent in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it
shall be ultimately determined that the Director, officer,
employee or agent is entitled to be indemnified by the
corporation as authorized in Sections 55A-8-50, et. seq. , of
the North Carolina General Statutes or as authorized in these
by-laws.
(d) Any person who is or was serving as Director,
officer, employee or agent of the corporation, or in any such
capacity at the request of the corporation in any other
corporation, partnership, joint venture, trust or other
enterprise, and who is or was a party or is threatened to be
made a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative
or investigative, not brought by the corporation nor brought
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by any party seeking derivatively to enforce a liability of
such a person to the corporation, shall be entitled to
indemnification, or reimbursement by the corporation for any
expenses, including attorneys' fees, or any liabilities which
the Director, officer, employee or agent may have incurred in
consequence of such action, suit or proceeding, under the
following conditions:
(1) If such person is wholly successful in such person's
defense on the merits, or if the proceeding is an
administrative or investigative proceeding which does not
result in the indictment, fine or penalty of such person, such
person is entitled to reimbursement from the corporation of
all reasonable expenses of defense or participation, including
attorneys' fees.
(2) If such person is wholly successful in such person's
defense otherwise than solely on the merits, the corporation
may pay or agree to pay to such person such expenses of
defense or participation, including attorneys' fees, as the
Board of Directors in good faith deems reasonable, regardless
of any adverse interest of any or all of the Directors.
(3) If such person is not wholly successful or is
unsuccessful in such person's defense, or if the proceeding to
which such person is a party results in such person's
indictment, fine or penalty, the corporation may pay or agree
to pay, in whole or in part, such expenses of defense or
participation, including attorneys' fees, and the amount of
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any judgment, money decree, fine, penalty or settlement for
which such person may have become liable if:
(A) a plan for such payment is approved by a
consent in writing signed by the Directors entitled to
such vote or such plan is sent to the Directors entitled
to vote, with notice of a Directors' meeting, whether
annual or special, to be held to take action thereon and
if at such meeting a plan is approved by a majority of
such Directors, exclusive of those Directors to be
benefitted by the plan if approved; or
(B) a majority of a quorum consisting of Directors
who are not parties to such action, suit or proceeding
determine that such person acted in good faith and in a
manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was
unlawful; or
(C) in a proceeding brought by such person for such
determination in the superior court of the district where
the corporation has its registered office it is
determined that such person acted in good faith and in a
manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
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reasonable cause to believe such person's conduct was
unlawful.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in the best interests of the corporation,
and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.
(e) When a present or former Director, officer, employee or
agent of the corporation or any person who has served or is serving
in such capacity at the request of the corporation in any other
corporation, partnership, joint venture, trust or other enterprise,
is sued, alone or with others, in the courts of North Carolina, in
any action seeking to establish the person's liability to the
corporation arising out of the person's alleged dereliction of duty
to the corporation, the person shall in turn be entitled to
indemnification or reimbursement from the corporation for so much
of the person's expenses of defense, including attorneys' fees, as
the court in its discretion, upon motion for indemnification or
reimbursement, duly made in such action, finds to be reasonable,
if: (1) such person is successful in whole or in part in the action
against such person or in any settlement thereof and the court
finds that such person's conduct fairly and equitably merits such
relief; or (2) the court finds, despite such person's adjudication
of liability, that such person has acted honestly and reasonably
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and that, in view of all the circumstances of the case, such
person's conduct fairly and equitably merits such relief.
(f) When such action is brought in a state other than North
Carolina and the result thereof is as would have entitled the
defendant officer or Director to make a motion in the cause for
indemnification or reimbursement of the officer or Director's
expenses of defense if the action had been brought in North
Carolina, but no such relief is available in the state in which the
*
action is actually brought, the defendant officer or Director may
bring a separate action against the corporation in North Carolina
for such indemnification or reimbursement as the officer or
Director might have recovered had the suit against the officer or
Director been brought in North Carolina. Notice of said action for
indemnification or reimbursement shall be sent, in such form as the
court may approve and at the corporation's expense, to the party or
parties plaintiff in the prior action who shall be entitled to be
heard.
(g) As used in this Section 5, the term "person" includes the
legal representative of such person.
Section 6. Procedures. Proceedings will be governed by and
conducted according to the latest edition of Robert's Rules of
Order.
4
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