Section 1.1. Name. The Tobacco Indemnification and Community Revitalization Commission is created as a body corporate and a political subdivision of the Commonwealth, vested with those powers set forth in Section 9-383 of the Code of Virginia (the Code).

Section 1.2. Purpose. The Commission's purposes are to determine the appropriate recipients of moneys in the Tobacco Indemnification and Community Revitalization Fund (the "Fund") and distribute such moneys consistent with the purposes provided in Chapter 50, Title 9 of the Code.

Section 1.3. Offices. The principal office of the Commission shall be located within the Commonwealth of Virginia, as established by the Commission. The Commission may also establish such other offices at such locations within the Commonwealth as may be designated by resolution of the Commission.

Section 1.4. Fiscal Year. The fiscal year of the Commission shall begin on the first day of July in each calendar year and shall end at the close of business on the thirtieth day of June in the following calendar year.

Section 2.1. Membership. The Commission shall have thirty-one members who shall be selected and hold office as provided by Code Section 9-382.

Section 2.2. Terms. Terms shall be as provided in Code Section 9-382.

Section 2.3. Vacancies. Any vacancy on the Commission shall be filled by the entity charged by statute with making the original appointment. The Executive Director shall forthwith notify the appropriate appointing entity whenever such vacancy occurs.

Section 2.4. Reimbursement. Members of the Commission shall receive reimbursement for actual expenses incurred in the performance of their duties on behalf of the Commission, as provided by law. The Executive Director shall be compensated as provided by statute.

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Section 3.1. The Chairman. The Commission shall elect from its membership a Chairman to serve for a period of no more than two (2) years. The Chairman, or in his absence, the Vice-Chairman, shall preside over all the meetings of the Commission. The Chairman shall have supervision over the policies of the Commission, subject, however, to the control of the Commission.

In general, the Chairman shall perform all duties incident to such office and such other duties as may from time to time be assigned to him by the Commission, consistent with Code Sections 9-380 through 9-389. The Chairman or his designee shall sign all written authorizations to the State Treasurer and/or Comptroller for disbursements of expenditures from the Fund. The Chairman shall have the authority to sign contracts that may be entered into from time to time by the Commission. In addition, the Chairman shall have such other powers and authority as are elsewhere in these bylaws conferred upon that office.

Section 3.2. The Vice-Chairman. The Commission shall elect from its membership a Vice-Chairman to serve for a period of no more than two (2) years. The Vice Chairman shall preside over meetings of the Commission and discharge such other duties pertaining to the office of the Chairman that may arise during the Chairman's absence. The Vice-Chairman also shall perform such other duties as may from time to time be assigned by the Commission.

Section 3.3. The Executive Director. An Executive Director shall be appointed pursuant to Code Section 9-384. The Executive Director also shall serve as the Secretary of the Commission, and shall administer, manage, and direct the affairs and business of the Commission, in accordance with these Bylaws and the provisions of Sections 9-380 through 9-389, subject to the policies, direction, and control of the Commission. In addition to the Chairman's authority to sign contracts pursuant to Section 3.1 of these bylaws, the Executive Director shall have the power to negotiate and sign contracts when such contracts are not expected to exceed $50,000, for the purchase or lease of goods or for the purchase of services, insurance, or construction in accordance with the small purchase procedures established by the Department of General Services, pursuant to Section 11-41 F of the Code or pursuant to such procedures as may hereafter be established by the Commission pursuant to Section 11-41 F of the Code. The Executive Director also shall have the authority to recommend the organization and hiring of Commission staff, subject to the oversight, review, and approval of the Executive Committee; provided, however, the Executive Director is delegated the following authority with respect to personnel matters involving employees and staff of the Commission: (i) to take appropriate performance and disciplinary actions regarding all employees and staff, and (ii) with respect to positions that have been approved for staffing by the Commission that are below the Director level or do not include management/supervisory responsibilities, the Executive Director shall have the authority to hire employees or otherwise staff such positions. These personnel actions may be taken without the prior approval of any committee or the Commission. Further, The Executive Director has the authority to establish operational policies and procedures, procure and contract supplies and services needed to commence and conduct Commission operations, and to enter into agreements and enter into Memoranda of Understanding with other state agencies and political subdivisions in order to perform essential business and operating functions on behalf of the Commission.

Section 3.4. Other Officers or Appointees. The Commission may appoint or employ other officers, technical experts, agents, advisors or other persons (excluding legal counsel) either temporarily or permanently as it may require for the transaction of its business. The Commission shall determine the qualifications, duties, and compensation, if any, of such appointees or employees. The Commission may delegate such administrative functions, as it deems proper, to such appointees or employees, paying actual expenses of performing such duties from the Fund.

Section 3.5. Absence of Chairman and Vice Chairman. Whenever the Chairman and Vice Chairman are unable to attend or preside at a meeting of the Commission, the Commissioners present at such meeting shall designate a temporary Chairman from among the Commissioners present, who shall preside at such meeting.

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Section 4.1. Counsel. The Office of the Attorney General shall provide counsel to the Commission.

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Section 5.1. Powers. The Commission shall have only those powers enumerated in the Code Section 9-383.

Section 5.2. Duties. The Commission shall have the duties enumerated in the Code, including Section 9-383, and these Bylaws.

Section 5.3. Studies. The Commission shall undertake studies and gather information and data in order to determine (i) the economic consequences of the reduction in or elimination of quota for tobacco growers, (ii) the potential for alternative cash crops, and (iii) any other matters the Commission believes will affect tobacco growers in the Commonwealth.

Section 5.4. Establish Requirements. The Commission shall establish an application process detailing the requirements by which all requests for economic development funds will be determined.

Section 5.5. Voting Requirements. A two-thirds (2/3) vote of the members of the Commission serving at the time shall be required to amend (but not to adopt) formulary rules or guidelines for the allocation of monies from the Fund. All other voting shall be by majority vote of the quorum as provided in Section 7.5 of these Bylaws.

Section 5.6. Evaluate Proposals. The Commission shall evaluate proposals for the use of the assets of the Fund in accordance with the criteria established by the Commission and the provisions of Chapter 50, Title 9 of the Code.

Section 5.7. Evaluate Implementation by Recipient Organizations. The Commission shall establish criteria for determining whether a recipient organization or entity complies with its established goal of economic revitalization. Monitoring activities may be delegated to the Executive Director, or other employees of the Commission, but ensuring each recipient's compliance with the provisions of law and the terms and conditions of the Fund disbursement shall remain the responsibility of the Commission.

Section 5.8. Disclosure Statements. All members of the Commission are required to file the applicable Statement of Economic Interest (Statement) with the Secretary of the Commonwealth and the Executive Director of the Commission. For purposes of compliance with this Section, citizen members of the Commission shall file the statement required for non-salaried citizen members of policy and supervisory boards, commissions and councils pursuant to Sections 2.1-639.13 and 2.1-639.15:1 of the Code.

Legislative and state official members of the Commission shall be deemed to have satisfied the requirements of this Section by filing the Statement of Economic Interest they are otherwise required to file pursuant to Article 5 of Chapter 40.1 of Title 2.1 of the Code or Article 5 of Chapter 40.2 of Title 2.1 of the Code, as applicable. In the event a state official or his designee serving on the Commission does not otherwise file a Statement, he or she shall file the Statement required of state officers and employees pursuant to Sections 2.1-639.13 A and 2.1-639.15 of the Code.

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Section 6.1. Executive Committee. The Executive Committee shall consist of thirteen members, including the Chairman, the Vice-Chairman, and other members from the Commission, as appointed by the Chairman. The Executive Committee may exercise the administrative functions of the Commission during a recess of the Commission, in emergencies, or when otherwise directed or authorized by the Commission.

A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business by the Committee.

Section 6.2. Other Committees. The Commission may create additional permanent or ad hoc committees, as it deems necessary, and the Chairman may create additional ad hoc committees, as he deems necessary, to assist with the work of the Commission, so long as the mission and function of any such committee is consistent with the Commission's enabling statutes, other State laws and these Bylaws. The Chairman shall have the authority to appoint members and a chairman to serve on all such designated committees, unless otherwise provided by majority vote of the Commission.

A majority of the members appointed to any such additional permanent or ad hoc committee shall constitute a quorum for the transaction of business by the committee.

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Section 7.1. Meetings. The Commission shall meet quarterly, but may meet more or less frequently at the call of the Chairman. To the extent possible, the Commission shall agree on the date of its next regular meeting before adjournment of the meeting in progress, unless it previously adopted a meeting schedule.

Section 7.2. Notice of Meeting. Notice of each meeting of the Commission shall be made and posted as required by the Virginia Freedom of Information Act (Code Section 2.1-340 et seq.).

Section 7.4. Place of Meeting. The Commission may hold its meetings within the Commonwealth of Virginia at such place or places as the Chairman may from time to time determine (unless contrary to resolution of the Commission) or at such place as shall be specified in the respective notices.

Section 7.5. Quorum and Voting. A majority of the members of the Commission serving at any one time shall constitute a quorum for the transaction of business. For the Commission, this majority is equivalent to sixteen (16) members. If one or more Commissioners are disqualified or abstains from voting on any matter pursuant to the Virginia State and Local Government Conflict of Interests Act, or for any other reason, the remaining Commissioners constituting a quorum shall have authority to act for the Commission by a majority vote (except as provided herein). No vacancy in the membership of the Commission shall impair the right of a quorum to exercise all the rights and perform all the duties of the Commission. A majority of the Commissioners present at any meeting, whether or not constituting a quorum, may adjourn the meeting to another time and place.

A two-thirds (2/3) vote of the members of the Commission serving at the time shall be required to amend (but not to adopt) formulary rules or guidelines for the allocation of monies from the Fund.

Section 7.6. Manner of Voting. The yeas and nays of every vote by the Commission shall be entered upon the minutes of such meeting. Voting on all questions shall be by voice vote unless a roll call is requested by any Commissioner.

Section 7.7. Resolutions and Effective Date. All resolutions shall be in writing and shall be contained in the Minute Book of the Commission, which shall be maintained by the Executive Director. Resolutions shall become effective on the date of passage, upon adjournment of the meeting, unless otherwise stated in the resolution.

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Section 8.1. Reports. The Commission shall be responsible for ensuring that the Executive Director, on behalf of the Commission, submits a report annually to the Governor and the General Assembly.

Section 8.2. Audits. The accounts of the Commission shall be audited annually by the Auditor of Public Accounts, or his legally authorized representative. The Executive Director shall make available the accounts and records of the Commission showing receipt and disbursement of funds in such form as prescribed by the Auditor of Public Accounts.

Section 8.3. Budget. Commission staff shall present annually to the Commission a budget detailing the projected income and expenditures of the Commission for the next fiscal year.

Section 8.4. Financial Reports. Commission staff shall present quarterly to the Commission financial reports detailing the actual income and expenditures of the Commission and status of funded projects.

Section 9.1. Parliamentary Authority. In all matters of procedure not covered by these Bylaws, meetings shall be conducted in accordance with the most recent edition of Roberts Rules of Order.

Section 10.1. Amendments. These Bylaws may be amended, supplemented or repealed by a two-thirds (2/3) vote of the Commissioners then in office, provided that notice of the proposed amendment, supplement or repeal (a) shall have been included in the Notice of such meeting, or (b) such notice shall have been waived by all of such Commissioners.

Section 10.2. Effective Date. These Bylaws shall take effect immediately upon adoption by the Commission.

Amended June 8, 2001
Date Adopted

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