W. Va. Code R. § 112-15-6

Current through Register Vol. XLI, No. 45, November 8, 2024

Section 112-15-6 - Board and Committee Meetings

6.1. All Board and Committee meetings, and all notices required, shall comply with the provisions of the West Virginia Open Governmental Proceedings Act, W. Va. Code § 6-9A-1-et seq.

6.2. Quarterly meetings of the Board shall be held at such time and place as called by the Chairman or as determined by the Board.

6.3. The Board shall hold an annual meeting each year, which meeting shall be considered a quarterly meeting.

6.4. Committee meetings shall be held at such time and place as called by the Chairman, the Committee Chairman or any two members of the Committee.

6.5. Special and Emergency Meetings

6.5.1. A special meeting is a meeting called for a special purpose and is other than a regular or emergency meeting. An emergency meeting is called to address an unexpected event which requires immediate attention because it poses an imminent threat to public health or safety, an imminent threat of damage to public or private property, an imminent material financial loss or other imminent substantial harm to a public agency, its employees or the members of the public which it serves.

6.5.2. Special and emergency Board meetings may be called by or at the request of the Chairman or by any two Trustees. Special and emergency Committee meetings may be called by or at the request of the Chairman or by any two members of the Committee. The purpose of an emergency meeting must be stated at the meeting and in the minutes.

6.6. Filing Notices with Secretary of State

6.6.1. Notices of regular and special Board and Committee meetings shall be filed electronically on the website of the Secretary of State at least five business days prior to the meeting date.

6.6.2. Notices of emergency Board and Committee meetings shall be filed electronically on the website of the Secretary of State as soon as practicable prior to the meeting date.

6.6.3. All notices must state the date, time, place and purpose of the meeting. Notices of emergency meetings must state the date, time, place and purpose of the meeting, as well as the facts and circumstances of the emergency.

6.7. Notice to Trustees and Committee Members

6.7.1. Notice shall be given to Trustees and Committee Members at least ten days prior to a regular meeting, at least five days prior to a special meeting, and as soon as practicable prior to an emergency meeting. The notice shall fix the date, time, place and purpose of the meeting. The address last given by a Trustee or Committee member shall be the address used.

6.7.2. Notice of any regular, special or emergency meeting shall be considered received when sent by written notice delivered personally, or by messenger, telecopier, facsimile, telegraph, e-mail or other means of electronic communication by the Secretary.

6.7.3. If mailed, such notice shall be deemed to be given and delivered when deposited in the United States Mail, with postage thereon prepaid, or when deposited with an overnight mail service, with the cost borne by the Board.

6.8. Unless otherwise provided by law, whenever any notice is required to be given to a Trustee or Committee member under the provisions of these Bylaws, the provisions of the Acts or any other applicable law, 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 and attendance of the person at a meeting shall constitute a waiver of notice, unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6.9. Agenda -

6.9.1. The Chairman shall prepare the agenda for each Board meeting; a Committee Chairman shall prepare the agenda for each Committee meeting.

6.9.2. An agenda shall list matters in the order they are to be considered. During a meeting, the Board or Committee may consider matters out of order.

6.9.3. An agenda for an annual or regular meeting shall be available upon request to the public and posted on the Board website at least three business days prior to a regular or special meeting and as soon as practicable prior to an emergency meeting.

6.9.4. An agenda shall state the purpose of the meeting and any matter requiring the Board to take official action.

6.9.5. Items on an agenda must be stated with sufficient specificity to put the public on notice of the nature of the matter being discussed.

6.9.6. An agenda may be amended up to two business days before the meeting. Amended agendas must be posted in the same manner as an original agenda.

6.9.7. Agendas may be amended at a meeting only if a true emergency arises. To add an emergency matter to an agenda, the facts and circumstances constituting the emergency must be explained on the record at the meeting.

6.10. Notwithstanding anything herein contained to the contrary, one, more or all Trustees or Committee members may participate in a meeting of the Board or a Committee by means of electronic mail, conference telephone, video conference or other electronic communications equipment. A Trustee or Committee member participating in a meeting in accordance with this section is deemed to be present in person at the meeting and his vote shall have like effect and validity as though he or she were present.

6.11. A majority of the Trustees serving as of the meeting day shall constitute a quorum for the transaction of business at any meeting of the Board, and a majority of the members of a Committee serving as of the meeting day shall constitute a quorum for the transaction of business at a meeting of a Committee.

6.12. The Board or a Committee may go into executive session for the purposes specified in W. Va. Code § 6-9A-4 upon a majority vote on a motion in which the specific purposes are stated. The only matters that may be discussed in executive session are those specified in the motion. No actions may be taken during executive session. Minutes will not be taken.

6.13. When it decides to continue a meeting, a majority of the Board shall vote to continue the meeting to a specific date, time and place. No further notice is required for continued meetings in accordance with this Section.

W. Va. Code R. § 112-15-6