BYLAWS
LITTLE KANAWHA AREA DEVELOPMENT CORPORATION
ARTICLE I - NAME, LOCATION, PURPOSE
1.01 Name. The name of the corporation shall be the Little Kanawha Area Development Corporation.
1.02 Location. The address of the principal office shall be Extension Office Building, Lower Washington Street, Elizabeth, West Virginia, 26143.
1.03 Purpose. The chief purpose of this corporation shall be to promote and assist economic development within the Little Kanawha Valley area. Specifically the purposes for which this corporation is formed are as follows:
A. To act as and be an area development corporation, as such term is employed and used in Section 2 of Article 32 of Chapter 8 of the Code of West Virginia of 1931, as amended, for the purpose of promoting, developing and advancing the business prosperity and economic welfare in and around the area of Wirt and Calhoun Counties of West Virginia, and of the citizens and business climate of said area; for the purpose of encouraging and assisting through loans, investments or other business transactions in locating new business and industry within such area and rehabilitating and assisting existing business therein; for the purpose of stimulating and promoting the expansion of all kinds of business and commercial activity which will tend to advance, develop and maintain economic stability and provide opportunities for employment in such area; for the purpose of cooperating and acting in conjunction with other organizations, federal, state or local, in the promotion and advancement of business and commercial developments within such area; and for the purpose of furnishing money and credit, land and commercial sites, technical assistance and other aid as may be required and requisite for the promotion, development and conduct of all types of business activities in such area.
B. To promote, develop and advance the business prosperity and economic welfare of the State of West Virginia and its citizens; to encourage and assist through loans, investments or other business transactions in the locating of new business and industry within the State and to rehabilitate and assist existing businesses and industries; to stimulate and promote the expansion of all kinds of business and stimulate industrial activity which will tend to advance business and industrial development and maintain the economic stability of the State, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of the State; to cooperate and act in conjunction with the Department of Commerce, Small Business Administration, West Virginia Economic Development Authority, and with other organizations, federal, state or local, in the promotion and advancement of industrial, commercial, agricultural and recreational developments within the State; and to furnish money and credit, land and industrial sites, technical assistance and such other aid as may be deemed requisite to approved and deserving applicants for the promotion, development and conduct of all kinds of business activity within the State.
C. To engage in planning, development, operation, management, purchase or sale of transportation programs, community development activities, environmental improvement activities, housing development activities, industrial park and, economic development activities, to engage in consulting on matters of public administration, and to conduct all activities, powers, and purposes for which said Little Kanawha Area Development Corporation has been formed, and to have all and any powers necessary or convenient thereto, including the right to engage in financing of said activities by loans, bonding, and otherwise.
ARTICLE II MEMBERSHIP
II.01 Membership. This corporation shall be a non-profit membership corporation, membership in which shall be comprised of four members appointed by the Calhoun County Commission, four members appointed by the Wirt County Commission, and ex officio, the Mayor of the Town of Grantsville, the Mayor of the Town of Elizabeth, the President of the Calhoun County Commission, and the President of the Wirt County Commmission. Appointed members shall serve three years, staggered terms and may be reappointed. Ex officio members may designate an appointee at their will and pleasure to serve as a member and to vote in their place.
The area of principal interest of this corporation shall be the Counties of Calhoun and Wirt, of the State of West Virginia. The number of members of this corporation shall be twelve (12), and shall be composed of broad community representation throughout the area of principal interest.
II.02 Voting. Each person who meets the qualifications of a member, as set forth in Article II.01, shall be entitled to one vote on all matters brought before the Corporation. In order to submit a vote, the member may be present at the meeting (including by electronic means) when the vote is taken or, may designate another member from his particular County, in writing, to submit a vote on his behalf at that particular meeting only.
III.0l The Fiscal Year of this corporation shall begin on the 1st day of July and end on the 30th day of June each year.
IV.0l The annual meeting of the members of the corporation shall be held in October each year at such hour and place as the Executive Committee shall designate. The purpose of such annual meeting shall be to swear in new members and to receive the annual report and to transact such other business as shall properly come before the meeting. The Secretary shall give at least ten (10) days notice prior to such meeting to each member of the corporation. Said notice to be given by addressing and mailing the same to each member's address as shown on the membership records of the corporation.
IV.02 The members may provide by resolution for the holding of regular meetings of the membership and may fix the time and place. Notice of any regular meeting shall fix or change the time and place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken.
IV.03 Special meetings of the membership may be called at any time by a majority of the Executive Committee or by the President, or by written request of members constituting not less than one-fourth (1/4th) of the membership of the corporation. Notice of any special meeting is to be given in the same manner as for the annual meeting. No business other than that specified in the notice of meeting shall be transacted in any special meeting of the members of the corporation.
IV.04 All meetings shall be conducted by the President or in his absence by the Vice-President.
IV.05 Notwithstanding the provisions of any of the foregoing sections, a meeting of the members of this corporation may be held at any time and at any place within the State of West Virginia and any action may be taken thereat if notice is waived in writing by every member having the right to vote at the meeting.
IV.06 A quorum for the transaction of business at any meeting shall consist of a simple majority of the total membership in person or by proxy, but the members present at any meeting, though less than a quorum, may adjourn the meeting to a future time.
IV.06 Whenever any vacancy occurs in the membership by death, resignation or otherwise, the appointing organization shall fill the vacancy within thirty (30) days of its occurrence. The person so chosen, shall hold office until the expired term of the member he replaced.
IV.07 Any member of the Corporation may be removed at any time either with or without cause by the appointing organization.
ARTICLE-V – EXECUTIVE COMMITTEE
V.01 The Executive Committee of this corporation shall be five in number, and shall be the President, Vice-President, Secretary, Treasurer and immediate past President.
V.02 The Executive Committee may exercise all powers of the Corporation except those which are expressly conferred upon or reserved to the members by these Bylaws or the Articles of Incorporation.
V.03 Special meetings of the Executive Committee shall be held whenever called by the President or by any one of the committee members at such time and place as may be specified in the respective notices or waivers of notice thereof. Notice of special meetings shall be mailed to each committee member, addressed to him at his residence or usual place of business at least five days before the day an which the meeting is to be held or shall be delivered to him personally or given to him orally or by telephone not later than the day before the day on which the meeting is to be held. Such notice need not specify the purpose of the meeting.
V.04 Three of the five committee members shall construe a quorum.
ARTICLE VI - OFFICERS
VI.01 Officers of the corporation shall consist of President, Vice-President, Secretary, and Treasurer. The officers shall have one (1) vote each in all matters of business. Election of officers shall be held in October of each year.
VI.02 The Chairman shall preside over all meetings and enforce rules and orders as may be promulgated by the members.
VI.03 The Vice-Chairman shall assist the Chairman in all his duties and, in the absence of the Chairman, perform all duties of the Chairman.
VI.04 The Secretary shall be responsible for the proper maintenance and presentation of correspondence and minutes of meetings, as may be necessary to preserve actions of the Corporation. Staff positions may be utilized to the extent possible for these activities.
VI.05 The Treasurer shall be responsible for the proper maintenance of financial records and presentation of financial reports as may be necessary to preserve the financial status of the Corporation. Staff positions may be utilized to the extent possible for these activities.
ARTICLE VII - PROFESSIONAL STAFF
VII.01 The Corporation may have a full-time staff in order to properly carry out its purposes. The staff shall have professional ability as may be necessary to meet corporation purposes.
VII.02 The members shall hire the Executive Director of the Corporation. All personnel actions involving the Executive Director shall require approval from two-thirds of the members.
VII.03 The Executive Director may recommend hiring and firing of other staff, however, all personnel matters must be approved by the members.
VIII.0l The members, by resolution adopted by a majority of the members, may from time to time designate from among its members or otherwise, as need be, such other committees as the Board deems desirable, with such powers and authority as may be provided in such resolution. Each such committee shall serve at the pleasure of the members of Corporation.
IX.01 This corporation is not organized for profit and no dividend shall be paid and no part of the income or profit of the corporation shall be distributed to its members, directors or officers.
IX.02 At the termination or dissolution of this corporation, the assets of the corporation shall be applied and distributed in accordance with Article V of the Articles Incorporation.
ARTICLE X – AMENDMENTS
X.01 Amendments of these Bylaws may be made by an affirmative vote of two-thirds of the total membership of the corporation at any properly called meeting of the membership.