FOURTHAMENDEDAND RESTATED BYLAWS OF THE WASHINGTON COUNTY ECONOMIC DEVELOPMENT COUNCIL
ARTICLE I GENERAL
Section l. NAME
The name of the organization shall be the Washington County Economic Development Council (the "Council"). This organization was established pursuant to TENN. CODE ANN. § 6-58114 by the three governmental entities inWashington County,Tennessee; the City of Johnson City, the Town of Jonesborough and Washington County (collectively the “Governmental Entities”)
Section 2. LOCATION.
TheofficesofthisorganizationshallbewithinWashingtonCounty,Tennessee,at alocation to be selected by the Executive Committee.
Section 3. PURPOSE.
The purpose of the Economic Development Council is to foster communication relative to economic and community development between and among governmental entities, industry, and private citizens and is the Public Law 1101 organization for Washington County, Tennessee. The Council will strive to meet the guidelines of the State of Tennessee Economic and Community Development ThreeStar Program and serve the local governments and general economy by applying for and obtaining state grants for economic development-related projects.
Section 4. LIMITATION.
TheCouncilshallbenon-profit,non-partisan,andnon-sectarian.TheCouncilshallobserve all local, state, and federal laws, which apply to not-for-profit organizations created pursuant to Section 501(c)(6) of the Internal Revenue Code. The Council is empowered to take all actions allowable by law to meet its purposes and duties.
ARTICLE II COUNCIL MEMBERS
Section 1. MEMBERS.
The Council shall be comprised of the following Member Positions (all of the members are collectively referred to hereinafter as the “Board” or individually as “Member.”):
a. Mayor of Washington County or designee as appointed in writing;
b. Mayor of Johnson City or designee as appointed in writing;
c. Mayor of Jonesborough or designee as appointed in writing;
d. City Manager of Johnson City;
e. Two (2) County Commissioners of Washington County who are nominated and approved by the Washington County Commission;
f. City Commissioner of Johnson City nominated and approved by the Johnson City Commission;
g. Aproperty owner, nominated by the Nominating Committee and elected by the then current Board, who qualifies under TENN CODE ANN. $ 67-5-1001, et seq.;
h. The Superintendents of Schools for Washington County, Tennessee and Johnson City, Tennessee
i One (1) representative, nominated by the Nominating Committee and elected by the then current Board, from at least six (6) of the following organizations:
1. Civic Groups, including, but not limited to, non-profit organizations, local foundation, faith-based organizations, or community volunteer groups;
2. Community Development, including, but not limited to, tourism, agriculture, or downtown development;
3. Economic Development, including, but not limited to, chambers of commerce, industrial or manufacturing associations, or retail or small business organizations;
4. Health and welfare, including, but not limited to, healthdepartments, social services, health care, health councils, or hospitals;
5. Housing, including, but not limited to, local housing organizations;
6. Local business, including, but not limited to, industry representatives or small business owners;
7. Local utilities;
8. Parksandrecreation, including,butnotlimitedto,parks,greenways, or built environment;
9. Safety, including, but not limited to, emergency services, sheriff's departments, police departments, or ambulance services;
10. Transportation, including, but not limited to, highway, rail, port, aviation, or waterway organizations;
11. Workforce development, including, but not limited to, Workforce Innovation and Opportunity Act, local industry resources, or youth organizations.
Section 2 TERMS
a. Membership Positions a, b, c, d, e, f and h shall serve by virtue of their positionsaselectedorappointedofficialsandtheirtermsshall coincide with their terms of office for their elected positions and any of those such Members shall be removed automatically, without any action by the Board, should their elected or appointed position end or terminate for any reason. Any Member removed under this section shall be replaced in the same manner as delineated in Section 1 of this Article II for the respective Membership Position being filled.
Any designee appointed for Membership Positions a, b, and c shall be designated in writing, delivered to the Secretary, by the Member designating such individual to serve. Such written designation shall remain active until the appointing Member’s elected position ends, or is terminated, for any reason, or written notice that the respective Member is revoking the designee. Any such written notice shall not be effective to revoke the designee until it is delivered to the Secretary.
b. Membership Positions g and i shall serve staggered four (4) year terms. Should a vacancy occur in one of said Membership Positions, that vacancy shall be filled for the remainder of the term by a replacement from category i. The terms for Membership Positions g and i shall begin on July 1 and end on June 30.
c. Members shall be eligible for re-election if otherwise eligible for the position.
d. All terms of office for Membership Positions shall be for a maximum of four (4) years, unless otherwise stated above.
Section 3. DUTIES
The Council shall be responsible for fostering communication relative to economic and community development among governmental entities, industry and private citizens and work with other community stakeholders in the region.
Section 4. LEGAL COUNSEL
The Council shall engage Legal Counsel, as needed.
Section 5. MEETINGS.
Beginning with the January 19, 2025 meeting, the Board shall meet bi-monthly on the third Friday at 8:30 a.m. Special called meetings may be called, in writing, by the Chairman or four (4) Members or the Executive Director. The Board shall ensure that all special called and regular meetings are open to the public and have adequate public notice of such meeting. The Board may hold special called and regular meetings by electronic means in accordance with the TENN CODE ANN § 8-44-101 et. seq as it may be amended from time to time.
Section 6. QUORUMAND VOTING REQUIREMENTS
Amajority of the Members of the Board shall be required to constitute a quorum. Unless otherwise provided herein, matters before the Board shall be determined by a majority vote of those Members present, provided a quorum is established. A quorum for any Board meeting or any other committee is constituted when a majority of the Members are present.
Section 7. PARLIAMENTARY RULES.
AllquestionsofparliamentaryprocedureshallbedeterminedaccordingtoRobert'sRules of Order except as otherwise provided by these Bylaws or by policies duly established by the Council.
ARTICLE III OFFICERS
Section 1 ELECTION
The officers of the Board shall be a Chairman, a Vice-Chairman, and a Secretary/Treasurer selected from the Board. All officers shall be elected at the Board’s May meeting and the newly elected officers shall assume their duties on the date of the first meeting following July 1st, and shall serve for a two-year term thereafter or there term of office ends pursuant toArticle II, Section 2 hereof All elected officers of the Council shall continue in their roles until new officers are duly elected. The officers shall be from among the Mayor of Washington County, the Mayor of Jonesborough and the City Manager of Johnson City, as they designate among themselves.
Section 2. CHAIRMAN.
The Chairman shall preside at all meetings of the Board The Chairman shall also have general charge of all Council property, if any, and activities as authorized by the Board.
Section 3. VICE-CHAIRMAN.
The Vice-Chairman shall perform the duties of and may exercise the authority of the Chairman in his/her absence and shall succeed to the office of Chairman for the following year. The Vice-Chairman shall also be responsible for other activities as may be assigned by the Chairman.
Section 4.
SECRETARY/TREASURER.
The Secretary/Treasurer shall maintain minutes of the Council meetings. The Secretary/Treasurer shall also oversee Council funds and be responsible for financial reports to the Governmental Entities and Board and shall perform such other duties as may be assigned by the Chairman. The Secretary/Treasurer shall succeed to the office of Vice-Chairman for the following year.
Section 5. EXECUTIVE
DIRECTOR.
The Executive Director shall be the chief executive officer of the Council and shall be charged with carrying out the policies of the Board. The Executive Director shall also be responsible for the provision of staff services in coordination with the Intergovernmental Agreement then in effect between the Council and the Governmental Entities. The Executive Director position shall be filled under the Intergovernmental Agreement. The Executive Director shall report to the Board.
ARTICLE IV COMMITTEES
Section 1. CREATION
The Chairman, with the approval of the Board, shall appoint such committees as are deemed necessary to facilitate the work of the Council.
Section 2 STANDING
COMMITTEES
The Council shall have the following standing committees:
A. NOMINATING COMMITTEE.
There shall be a Nominating Committee appointed by the Chairman of the Board consisting of Membership Positions in Article II, Section 1 (a)-(f), to make recommendations for new Members to fill Membership Positions in Article II, Section 1(g)-(i). The Chairman shall designate who shall chair the Nominating Committee. The Nominating Committee shall meet no later than March to coordinate the nomination process, and at such other times as necessary to fill vacancies.
Section 3. LIMITATIONS.
No action by any committee shall be binding upon or constitute an expression of the policy of the Board until it shall have been approved or ratified by the full Board.
Section 4. EX-OFFICIO.
The Chairman and/or a designated member of the Board shall be an ex-officio member of each committee.
Section 5. MEETINGS.
Any committee is subject to be called by the Chairman, the Committee Chairman, or his/her designee. A quorum for any meeting of any Committee is constituted when a majority of the committee members are present.All Committees must approve the recommendations that will be made to the full Board by a majority of the committee members present. Procedures may be developed for meetings through the use of telecommunication for the convenience of the committee members; provided, however, such accommodations shall insure that all members participating in person or by telecommunication are able to hear each other at all times during the meeting.
Section 6. REPORTS.
Reports from committees shall be made as requested or required. Any of the three (3) Governmental Entities may request that the Chairman or Executive Director appear at a meeting of such body to report on the activities or finances of the Council.
ARTICLE V PROPERTY
Section
1. GENERAL.
The Council may, lease, or rent real or personal property according to need as determined by the Board, provided that the Board shall not allocate funds for rental space to accommodate its meetings All required Board meetings shall be held at a Washington County or Johnson City public facility.
Section 2. MAINTENANCE.
Any property owned by the Council shall be adequately maintained, insured and protected.
ARTICLE VI FINANCIAL MATTERS
Section 1 FUNDING
The Operating Budget, as set forth in Section 7 hereinbelow, shall be funded in accordance withtherevisedIntergovernmentalAgreementConcerningEconomicDevelopmentinWashington County, Tennessee in effect at the time between Washington County, Tennessee, the City of Johnson City, Tennessee, and the Town of Jonesborough, Tennessee
Section 2. FUNDS
All monies received by the Council shall be deposited immediately into an official bank account established at a federal insured financial institution doing business within Washington County for the respective purposes for which the funds are received. An account shall be established for all operating funds.
Section 3. DISBURSEMENTS.
No obligation or expense shall be incurred and no money shall be appropriated or paid except in accordance with regulations established and adopted by the Board. Procurement guidelines shall include requirement of standards at a level equivalent to or greater than those of Washington County government.
Section 4.
CHECKSAND DRAFTS.
The Chairman of the Council, the Vice-Chairman, Executive Director, and the Secretary/Treasurer, are authorized signees of all checks and drafts. Checks or drafts up to $1,000.00 may be signed by only one Officer.All checks and drafts over $1,000.00 must be signed by at least two signees.
Section
5. PROMISSORY NOTES.
No promissory note shall be given except as expressly authorized by the Board and reflected by written resolution of the Board.All promissory notes shall be signed by the Chairman and Secretary/Treasurer of the Board
Section 6. FISCALYEAR.
The fiscal year of the Council shall be July 1st through June 30. Revenue shall be recognized in the fiscal year it is received pursuant to Policy for Revenue Recognition.
Section 7. BUDGETS.
Operating Budget. No later than February 28th of each year, the Executive Director shall prepare a proposed operating budget for the next fiscal year, which shall be reviewed by the Board and approved by the Board, after which it shall be adopted and presented to each Governmental Entity. The Board shall adopt a proposed operating budget no later thanApril 1st each year.
Section 8. RESERVE FUNDS.
The Board shall review the balances in each of the accounts during the budget preparation process and maintain balances adequate to support an orderly flow of funding for the proposed operations.
Section 9. BONDS.
The officers and employees of the Council shall be bonded in such an amount and in such manner as required by law or as the Board shall deem advisable.
Section I 0. LIMITATIONS.
The Board shall not spend any money or incur any obligation for the purchase of tickets, chances, underwriting, or contributions to financially assist any charity or cause of any other organization, business or individual. The foregoing shall not be construed to prohibit exchange of membership or services on an equal dollar basis when deemed advantageous to the Board. Waiver of this policy shall require a two-thirds (2/3) or greater affirmative vote of those present and voting of the Board and shall require a determination that the purpose is consistent in principal with the objectives and programs of the Council.
ARTICLE VII
APPROVAL OF BYLAWSANDAMENDMENTS
Section
1 APPROVAL
These Third Amended and Restated Bylaws supersede all previous bylaws and became effective upon their approval and ratification by majority vote of the Board on June 15, 2023.
Section 2. AMENDMENT
These Fourth Amended and Restated Bylaws may be repealed, altered, or amended by a majority vote of the Board. A complete copy of these Fourth Amended and Restated Bylaws and all approved amendments shall be filed with the clerk for each Governmental Entity.
ARTICLE VIII CONDUCT
Section 1. ETHICS
The Board shall adopt a written Code of Ethics requiring a high degree of moral standards in the performance of the members of the Board and all employees in the performance of their duties.
Section 2. NO PERSONAL INTERESTS.
Except as otherwise provided in this Article VIII or by applicable law, no Board member, officer or employee of the Council or any member of his or her immediate family shall, directly or indirectly, have any personal interest or stand to receive any personal gain, interest in any contract or transaction to which the Council has any involvement. Any such situations shall be addressed by the Board and the Board may take any action it deems necessary under the circumstances, including legal action.
Section 3. EXCEPTIONS
Notwithstanding Section 2, of this Article, and to the extent otherwise permissible under applicable law, a person listed in such Section 2 may have a personal interest in a contract or transaction to which the Council is a party if (a) prior to approval, the material facts of the contract or transaction, his or her interest is disclosed or known to the Board, and (b) the interested person abstains from any discussion, debate and voting regarding the Board's consideration of such transaction, and (c) the transaction is fair to the Council.Acontract or transaction of this nature is properly authorized and approved if it receives the affirmative vote of a majority of the Board members who have no direct or indirect interest in the contract or transaction. If a majority of the Board members who have no direct or indirect interest in the transaction vote to authorize or approve the transaction, a quorum shall be deemed present for purposes of taking such action.
Section 4.
ABSTENTION OF INTERESTED PARTY.
An interested party with respect to any such contract or transaction shall not vote on such matters and shall refrain from otherwise attempting to influence the decision of the Board regarding the proposed contract or transaction; however, such interested party shall be entitled to furnish such information as the Board may request in order to evaluate the proposed contract or transaction.
Section 5. STANDARD OF REVIEW.
Any contract or transaction approved pursuant to Section 3 hereof shall be made on terms and conditions consistent with the fair market value of the goods or services bought or sold and, if
necessary, the disinterested Board members may, in their discretion, require such appraisals, opinions or reports by independent experts as will verify that the proposed contract or transaction is no less favorable to the Council than could be obtained from an unaffiliated third party. In addition, the Board may take into account the nature of the goods or services involved in the proposed contract or transaction, whether the particular goods or services are unique or otherwise not readily available, whether the goods or services enhance the operation or facilities of the Council, and other similar factors which may tend to confirm the desirability of the proposed contract or transaction.
Section 6. NO OWNERSHIP OF COUNCIL DEBT
Notwithstanding any other provision of this Article VIII, no Board member, officer or employee of the Council shall own, hold or invest in any bonds, warrants, or other evidences of indebtedness of the Council, and shall not be entitled to receive or retain any extra pay, compensation or gratuities except as are directly and properly payable in the discharge of his official duties or represent proper reimbursement of expenses incurred in the course and scope of his official duties.
ARTICLE IX TERMINATIONAND DISSOLUTION
Section 1 ACTION REQUIRED
The Council may be terminated and dissolved in accordance with revised Intergovernmental Agreement Concerning Economic Development in Washington County, Tennessee in effect at the time between Washington County, Tennessee, the City of Johnson City, Tennessee, and the Town of Jonesborough, Tennessee
Section 2. DISSOLUTION.
In the event of termination and dissolution, the Board as provided in Section 1 of this Article IX, the Board shall adopt a plan to wind up the business of the Council in accordance with revisedIntergovernmentalAgreementConcerning EconomicDevelopment inWashington County, Tennessee dated July 1, 2025 between Washington County, Tennessee, the City of Johnson City, Tennessee, and the Town of Jonesborough, Tennessee Such plan shall make adequate provision for the satisfaction of all debts and obligations of the Council. Such plan shall also provide for the disposition of any property held in the name of the Council and the appropriate distribution of any remaining funds and proceeds.