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Bylaws

MATHEWS COUNTY, VIRGINIA

BOARD OF SUPERVISORS

BYLAWS

Statement of Intent and Purpose
The intent of these Bylaws of the Mathews County, Virginia Board of Supervisors is as follows:

      (1) To establish ways and means by which the Board of Supervisors as the governing body of Mathews County, Virginia shall conduct itself in the performance of its duties and responsibilities;

      (2) To establish certain procedures to be followed by the Board of Supervisors as individual members and as a governing body, and by appointed officials and employees of the Board of Supervisors, to help ensure legality, fairness and consistency in the conduct of governance of Mathews County; and

      (3) To establish certain rules and guidelines considered vital to the conduct of the Mathews County government and the proper functioning of its elected and appointed officials, employees, agencies, departments, organizations; and the promotion and protection of the interests of the citizens of the county.

To these ends these Bylaws are so adopted. 

Construction

As used in these Bylaws, the masculine shall include the feminine and the singular the plural unless otherwise specified herein. The word "shall" is mandatory and not discretionary; the word “may” is permissive and discretionary. The word "approve" shall be considered to be followed by the words "or disapprove".

Article 1. General

1.1. The County of Mathews is a political subdivision of the Commonwealth of Virginia, and is bestowed all powers and authorities granted generally to counties without charters as set forth in the Virginia Code.

Article 2. Board of Supervisors

2.1. The County of Mathews is governed by a Board consisting of five (5) Supervisors elected at large from the citizenry of Mathews County. Terms of each Supervisor are for four (4) years and may be successive. Qualifications for election to the Board of Supervisors are prescribed in the Virginia Code.

2.2. The Board of Supervisors at its discretion may authorize by appropriate action and annually provide for such sums for their salaries and expenses as members of the Board pursuant to the Virginia Code.

Article 3. Officers of the Board of Supervisors

3.1. Pursuant to § 15.2-1422 of the Virginia Code, the Board shall elect annually from its
membership a Chairman and Vice-Chairman.

3.2. The term of office of the Chairman and Vice-Chairman shall be one (1) calendar year
beginning at the Annual Organizational Meeting at which they were elected.

Article 4. Duties and Powers of Officers of the Board of Supervisors

4.1. In accordance with accepted rules of order and parliamentary practice, the Chairman is to
preside at all meetings of the Board. The Vice-Chairman shall act with the full power and
authority of the Chairman in the absence of the Chairman at any meeting of the Board. In the
absence of the Chairman and Vice-Chairman, the remaining Board members shall choose an
Acting Chairman for the meeting. Where an Acting Chairman is needed for a meeting, the Board
need not designate an Acting Vice-Chairman. Where used in these Bylaws, Chairman shall also
be construed to mean Acting Chairman.

4.2. When the Board is engaged in official meetings, whether held in the Board of Supervisors
Meeting Room or at some other location, the building and associated grounds constituting the
meeting place are under the control of the Chairman for the orderly conduct of the meeting. In
addition to the exercise of parliamentary powers, the Chairman or Acting Chairman is
empowered to issue Directives that shall be recorded as an Action of Record in order to
facilitate orderly conduct of meetings.

4.3. The Chairman of the Board shall be the head of the county government pursuant to § 15.2-
1423 of the Virginia Code.

4.4. The Chairman shall adhere to and is empowered to enforce the protocols of Article 8.5
during official meetings of the Board. The Chairman shall act as parliamentarian of the Board,
and shall seek the advice of the County Administrator in the interpretation of the provisions of
these Bylaws and other established procedures for the conduct of meetings.

4.5. In the event of a vacancy in the office of Chairman due to death, resignation or removal
from office as a member of the Board, the Vice-Chairman shall assume the position of
Chairman, and a new Vice-Chairmen shall be elected from among the membership. In this
event, such newly elected officers shall serve until the next Annual Organizational Meeting of
the Board. Officers selected in this manner shall be fully vested with all duties and powers
accorded their office pursuant to the Virginia Code and these Bylaws.

4.6. The Chairman shall be an ex-officio member of all Committees and Advisory Boards of the
Board, privileged to attend and participate in all meetings of such Committees and Advisory
Boards, including closed meetings, but shall not vote on Committee matters unless appointed
as a Committee member.

Article 5. Meetings of the Board of Supervisors

5.1. The Annual Organizational Meeting of the Board shall be held in January on a day and time
determined by the Board of Supervisors at its Regular Meeting in December of the previous
year. The Regular Meetings of the Mathews County Board of Supervisors for shall be on the
fourth Tuesday of each month, except for the November and December Regular Meetings,
which may be rescheduled depending on when Thanksgiving and Christmas occur. Regular
Meetings shall be Called to Order at 1:00 p.m., except that the Board may, at their
Organizational Meeting, designate some meetings to be held at 7:00 p.m. All Board of
Supervisor meetings shall be held in the courtroom of the historic Mathews County Courthouse
located at 27 Court Street, Mathews, Virginia, unless an alternate meeting space is designated
by the Board.

5.2. The Board will attempt to complete all Items of Business at the Regular Meetings within
four (4) hours. The Board may recess such meetings from day to day, or from time to time or
from place to place not beyond the time fixed for the next Regular Meeting, until the business
before the Board is complete.

5.3. If a Regular Meeting is rescheduled, public notice shall be served pursuant to § 15.2-1416
of the Virginia Code.

5.4. Special Meetings of the Board may be approved and scheduled, or a Called Special Meeting
conducted by the Board pursuant to § 15.2-1417 and § 15.2-1418 of the Virginia Code. A special
meeting of the governing body shall be held when called by the Chairman or requested by two
or more of the members of the Board of Supervisors. The call or request shall be made to the
County Administrator, and shall specify the matters to be considered at the meeting. Upon
receipt of such call or request, the County Administrator, after consultation with the Chairman,
shall prepare an agenda and immediately notify each member of the Board of Supervisors, and
the County Attorney, as appropriate, by electronic mail or by telephone. The agenda shall
specify the matters to be considered at the meeting. No matter not specified in the agenda
shall be considered at such meeting.

A Special Meeting may also be scheduled or called for specific purposes, as follows:
      A. Joint Special Meeting;
      B. Public Information Meeting;
      C. Public Hearing;
      D. Rescheduled Meeting;
      E. Workshop Meeting.

5.5. The Annual Organizational, Regular and Special Meetings of the Board shall be open to the
public. The Board reserves the right to enter into Closed Meeting pursuant to §2.2-3711 of the
Code of Virginia, 1950 as amended, at any official meeting.

5.6. Closed meetings will be restricted for those proper purposes enumerated in §2.2-3711 of
the Code of Virginia, 1950 as amended, and all Closed Meetings will be held in strict accordance
with Virginia law.

5.7. No gathering of members of the Board of Supervisors, whether there be a number equal to
or exceeding a quorum of the Board or a lesser number, shall be considered an official meeting
of the Board unless such gathering takes place at a bona fide Annual Organizational, Regular or
Special Meeting as set forth in these Bylaws. No Action of Record may be taken on any matter
outside of the time, place and location of an official meeting of the Board. Similarly, when a
quorum of (3) three or more members is gathered in one place outside an official meeting,
those Board Members present may not discuss any past, current or future county business.

5.8. The Sheriff of Mathews County shall, upon request, provide at least one (1) deputy to
attend the Annual Organizational and Regular Meetings of the Board and, upon request of the
Board or County Administrator, at any other official meeting. When in attendance of any official
meeting, deputies shall be under the direction of the Chairman of the Board during the period
of the official meeting (including any brief recess thereof), and under the direction of the
County Administrator, Acting County Administrator, or his designee during the period prior to
the meeting’s Call to Order and immediately upon final Recess or Adjournment of the meeting.

Article 6. Agendas for Board of Supervisors Meetings

6.1. The Annual Organizational and Regular Meetings of the Board shall have a formal Meeting
Agenda prepared by the County Administrator or his designee. The County Administrator at his
discretion and Board members individually may, by request to the County Administrator, place
matters of business on the Agenda for discussion, information and /or action by the Board as
are germane to the affairs and interests of the Board and County. Agendas for Special Meetings
are optional at the discretion of the Board of Supervisors or County Administrator.

6.2. The Order of Business of the Meeting Agenda for the Annual and Regular Meetings of the
Board shall be generally as follows:
      1. Call to Order
      2. Invocation
      3. Pledge of Allegiance
      4. Roll Call/Determination of a Quorum
      5. Approval of the Agenda
      6. Opportunity for Citizen Comments
      7. Public Hearing
      8. Recognition of Employees and Community Service
      9. Consent Agenda
     10. Reports and Requests of Boards, Departments, Commissions and Agencies
            A. Mathews County School System
            B. Virginia Department of Transportation
            C. Mathews County Sheriff’s Office
            D. Mathews County Department of Planning and Zoning
            E. Mathews County Building Department
            F.  Other
     11. Unfinished Business
     12. New Business
     13. Supervisors’ Report
     14. County Administrator’s Report
     15. Opportunity for Citizen Comments
     16. Other Matters
     17. Closed Meeting
     18. Recess or Adjournment

Deviations from the Order of Business may be made at the discretion of the County
Administrator during the preparation of the Meeting Agenda, and by the Board as a
modification of the Meeting Agenda at the time of Approval of the Agenda. The Board by
motion with second and majority vote of those present may eliminate any of the above items in
the Order of Business for a specific meeting or meetings, or through the time of the next
Annual Organizational Meeting in its entirety, and may also restore any item so eliminated or
add other items by like Action of Record at any meeting.

6.3. A request for modification of the Meeting Agenda shall be made from the Board Table and
only by members of the Board, County Administrator, or County Attorney. Approval of
modification requires majority vote of Board members present. A modification made at the
time of Approval of the Agenda shall be reflected in the Minutes of the Meeting at which the
modification was made. Items scheduled for action on the Meeting Agenda may be deferred to
a later time in the meeting by consensus agreement of a majority of Board members present.
Items previously acted upon during the course of the meeting may be revisited at a later time in
the meeting by a motion to reconsider with a second and a majority vote of Board members
present. An item may not be reconsidered more than twice.

6.4. The Board shall take no Action of Record on any matter that is not on the Meeting Agenda
unless a modification to the Meeting Agenda is requested at the time of Approval of the
Agenda. Modification of the Meeting Agenda requires a majority vote of Board members
present. Upon Approval of the Agenda, no further modifications may be made except as
provided for in paragraph 7.3.

6.5. The Meeting Agenda and supporting documents comprising the Meeting Agenda packet
should be delivered electronically to members of the Board a minimum of three (3) calendar
days in advance of the meeting date. The supporting documentation should include
recommendations on actions prepared by county administrative personnel and other county
officials if a recommendation is available and appropriate. The Meeting Agenda packet shall be
rendered in electronic format for use by the Board and staff. A paper copy may be requested
by any Board member.

Article 7. Conduct of Meetings of the Board of Supervisors

7.1. The Board shall generally follow Roberts' Rules of Order Newly Revised, Procedure in
Small Boards but failure to follow Robert’s Rules of Order shall not invalidate any Board action,
the provisions of Article 8.3 notwithstanding. In following these rules of parliamentary
procedure, the Board intends that special attention will be given to the following:

A. Protecting the rights of each individual member of the Board, county administrative
employees and the public.

B. Preserving and ensuring a spirit of harmony and cooperation within the Board, and
between individual Board members.

C. Allowing full and free discussion among the members of the Board in order to
ensure that all viewpoints are considered prior to taking action on behalf of the
County.

7.2. Where provisions of these Bylaws differ from similar procedures established by Robert’s
Rules of Order, provisions of these Bylaws shall prevail.

7.3. The following rules and procedures shall prevail at meetings of the Board:

A. A quorum of the Board is a majority of the membership comprising at least three (3) of
the five (5) members of the Board. A quorum must be present to Call to Order and
continue an official meeting and to take Action of Record.

B. The Chairman shall Call to Order an official meeting at the designated time and
determine a quorum. If a quorum is not present at the designated time, the Chairman
may direct a delay of up to fifteen (15) minutes in the start of the meeting at his
discretion. Any further delay in the start of the meeting may be made only with the
consensus agreement of the majority of those Board members present.

C. Should for any reason a quorum not be maintained continuously during any official
meeting, the meeting shall adjourn at that time. A Board member’s physical presence
on the grounds of the location of the meeting shall be considered as being present at
the meeting and satisfactory for the maintenance of a quorum. Board Members shall
notify the Chairman if required to leave the grounds of the location of the meeting,
either temporarily or for the remainder of the meeting.

D. All informal and formal discussions of Items of Business and Actions of Record must be
made from the Board Table. Any Board member away from the Board Table but
maintaining physical presence at the meeting location at the time of an Action of Record
will be counted as having cast an abstaining vote.

E. Informal discussion of an Item of Business by Board members is permitted while no
primary or substitute motion is pending.

F. A second to a primary and substitute motion is not required in order to formally discuss
and/or vote upon the motion. Voting shall be by show of hands. The Chairman shall
verbally summarize the vote upon conclusion of an Action of Record, noting by
individual name those Board members abstaining or voting in the minority on the Item
of Business.

G. Any member of the Board may terminate debate or discussion of an Item of Business
and call for a vote on a pending motion by "calling for the question" after being
recognized by the Chairman; however, the Chairman shall not recognize a motion to
“call the question” until every member desiring to speak has had a chance to speak.

H. An abstaining vote means to refrain from voting. If the vote required is a majority or
two thirds of the members present, or a majority or two thirds of the entire
membership, an abstention will have the same effect as a “no” vote. Even in such a
case, however, an abstention is not a vote and is not counted as a vote. An abstention
vote should include an explanation for refraining from voting.

I. A tie vote fails. The Board does not designate a tiebreaker pursuant to § 15.2-1421 of
the Virginia Code.

J. A substitute motion will be voted on prior to the primary motion, in reverse order (i.e.
the substitute motion will be voted on first). Only one (1) substitute motion will be
considered prior to a vote on the primary motion.

K. The Chairman is authorized to speak in discussions, and can vote on all motions and/or
all questions but may not call for the question or make a primary motion, substitute
motion or second. The Chairman may temporarily relinquish the position and conduct
him/herself as a member of the Board for the purpose of making a primary motion on
an Item of Business. The Chairman may do so by passing the gavel to the Vice-Chairman
or Acting Vice-Chairman prior to the start of discussion of an Item of Business. Upon
completion of the Item of Business, the gavel shall be returned to the Chairman.

L. A primary motion may be amended prior to vote with the concurrence of the originating
Supervisor of the primary motion, and with second. The amended primary motion is
then treated as the primary motion, and not a substitute motion. A primary motion may
not be amended if a substitute motion is pending until conclusion of vote on the
substitute motion. An amendment to a primary motion opposed by the originating
Supervisor shall not be voted on until action is taken on the original primary motion.

M. If a primary or substitute motion is made at a Board meeting where at least four (4) members are present and the motion is voted on and fails, the same or a substantively similar motion cannot be reconsidered by the Board during that fiscal year except by a primary or substitute motion made by a member of the Board who voted on the prevailing side where there are no less than four (4) Board members present, and only if two-thirds (2/3) of the Board members present vote to reconsider the motion again.

N. A primary or substitute motion may be made to tentatively act upon an Item of Business
where a final Action of Record is anticipated at a later date. All Items of Business
tentatively acted upon by the Board shall be considered bound by the tentative action if
not otherwise reconsidered by the Board within three (3) calendar months of the date
of the tentative action.

O. A motion to Table an Item of Business for consideration at a future meeting, or to
remain Tabled indefinitely may be made either as a primary or substitute motion but
not by consensus agreement. An action to Table an Item of Business to a later time
within the same meeting may be passed by consensus agreement of a majority of Board
members present.

7.5. The following protocols will be followed at meetings of the Board:

A. Official meetings of the Board are open to public observation and, as set out herein,
public participation. When not addressing the Board and/or attending public as herein
described, those present at an official meeting shall be respectful of the rights of others.

B. Board members are to be polite and courteous in addressing other members of the
Board and all those present at Board meetings, and all Board members are to maintain
proper decorum in their conduct at meetings of the Board (i.e., refrain from "name
calling", derogatory remarks and other forms of personal affronts).

C. Those persons and organizations with Items of Business before the Board should be
represented at an official meeting if so requested by the Board of Supervisors, individual
members of the Board, the County Administrator, County Attorney, or any person acting
on behalf of these.

D. Those persons and organizations with Items of Business before the Board may address
the Board upon recognition and invitation of the Chairman to approach the Podium,
where upon they shall identify themselves, any title and organization they represent,
and provide a mailing address to facilitate any correspondence needed subsequent to
the Item of Business. As a guideline, presentations to the Board pursuant to an Item of
Business should be limited to ten (10) minutes. The Chairman at his discretion may end
a presentation after such time has elapsed or may permit continuation of it. The Board
by Action of Record may overrule the Chairman’s decision in this regard.

E. The discourse of those presenting at the Podium shall be made part of the Minutes of
the Meeting subject to Article 9 of these Bylaws.

F. Those individuals of the public attending any official meeting of the Board of Supervisors
without an approved Item of Business on the Meeting Agenda or modification thereof
shall not be permitted at the Podium at any time other than during the Citizens
Comment period. No person shall address the Board during an official meeting from the
audience unless recognized by the Chairman. Comments from the public during the
Citizens Comment period shall be limited to three (3) minutes. The Chairman at his
discretion may provide a verbal advisory to a speaker at the Podium when thirty (30)
seconds remain of the specified time to conclude comments.

G. At any official meeting of the Board where a public hearing is set on the Meeting
Agenda, or a Public Hearing of the Board pursuant to Article 6.4, the Chairman shall first
permit general presentation and discussion of the matter of the public hearing from the
Podium and/or from the Board Table. At the conclusion of such presentation/
discussion, the Chairman shall open the public hearing and invite those of the public
attending the meeting to the Podium to comment.

H. Those speaking during the open portion of a public hearing shall be limited to three (3)
minutes of time for comments at the Podium. The Chairman at his discretion may
provide a verbal advisory to a speaker at the Podium when thirty (30) seconds remain of
the specified time to conclude comments. During public hearings, speakers may address
the Board only on matters pertaining to or germane to the issue for which the public
hearing is being held. No speaker is to engage in political statements, personal attacks
upon members of the Board of Supervisors, county employees or officials, or any other
person, nor are speakers entitled to use abusive language or discuss matters outside the
issue for which the public hearing is being held. Violation of this rule shall enable the
Chairman by directive to take appropriate measures to rule the speaker out of order and
to have the speaker removed from the meeting, if necessary, and take such other steps
the Chairman deems appropriate, including bringing appropriate charges against the
person and bringing the charges in the name of the Board of Supervisors.

I. No discourse at a public hearing, whether during general presentation and discussion or
during the Open portion of the hearing is required to be entered into the Minutes unless
conducted at the Podium.

J. Upon conclusion of speakers at the Podium, the Chairman shall close the public hearing.
A motion with second and majority vote of a quorum of Board members present at a
public hearing shall overrule the Chairman’s decision to close the public hearing or to
limit the number speakers, in which event speakers may continue until the Board by
majority vote ends the public hearing. A motion with second and majority vote of a
quorum of Board members present shall also close the public hearing in this event. An
Action of Record may be taken at the close of a public hearing at the discretion of the
Board.

K. Supervisors’ Reports shall facilitate the presentation of comments, reports and
proposed Items of Business not otherwise part of the Meeting Agenda by individual
Board members in round table fashion. Matters may be presented for information,
discussion and action and/or scheduled for further consideration as an Item of Business
at a future meeting of the Board. When speaking during Supervisors’ Reports, Board
members shall be limited to ten (10) minutes, at which time the Chairman may at his
discretion suspend further presentation from the Board member and request action by
consensus agreement of Board members present at the Board Table to permit
additional time to conclude the presentation. No Board member shall yield time or place
under Supervisors’ Reports to any other Board member or other person. No member of
the Board shall have any other position reserved for them on the Meeting Agenda other
than under Supervisors’ Reports.

7.6. The Board may at its discretion adopt specific rules and procedures relative to the conduct
of certain types of public hearings other than those set forth in this Article. Such specific rules
and procedures shall be adopted in the manner prescribed for amendment of these Bylaws set
forth in Article 13 and shall become part of these Bylaws upon adoption. Where a public
hearing is conducted by another party on behalf of or before the Board, the rules and
procedures governing that public hearing shall be as prescribed by the party conducting it.

Article 8. Minutes of the Meetings of the Board of Supervisors

8.1. At all official meetings of the Board at which a quorum is present Minutes of the meeting
shall be taken and shall be approved by the Board and recorded in the office of the Mathews
County Administrator.

8.2. Public Information Meetings and Workshop Meetings as defined in these Bylaws may be
recorded as Minutes at the direction of the Board. At any such meeting where an Action of
Record is taken, Minutes shall be taken and approved by the Board and recorded.

8.3. Pursuant to § 15.2-1536 and § 15.2-1538 of the Virginia Code, the Deputy County
Administrator shall serve as Clerk of the Board and shall carry out the duties specified in § 15.2-
1539 of the Virginia Code. The Deputy Clerk may take and prepare the Minutes of the Board
and to assist in the exercise of the office of Clerk of the Board. Minutes shall be prepared on the
basis of both written notes and audio recordings. The specific language of the Minutes of any
given meeting shall be at the discretion of the Clerk, who shall endeavor to render the Minutes
in the most accurate and neutral way possible. The County Administrator shall review and
correct all Minutes prior to dissemination to the Board for adoption.

8.4. The Board may at its discretion generally prescribe the form and content of the Minutes of
its meetings in keeping with professionally accepted standards for it. At minimum, the Minutes
shall contain the styling of the Item of Business stated on the Meeting Agenda or modification
thereof, the Action of Record, the vote by individual member or consensus expression of the
Board, or directive of the Chairman. Where practical, a brief synopsis of any discussion of the
Item of Business shall also be included.

8.5. Minutes of any meeting shall generally be presented at the next or following Regular
Meeting of the Board where at least five (5) working days exist between the successive
meetings.

8.6. Minutes shall not be considered official until approved by the Board and recorded. After
approval of the Board but prior to recordation, the Clerk may make additions or corrections to
the Minutes that do not materially affect the substance or content of the Minutes. These
include, but are not limited to: correction of misspellings, typographical errors and incorrect
grammar; page renumbering; clarification of content and errors of omission. Should evidence of
an error in a recorded vote be discovered after approval but prior to recordation, the County
Administrator shall attempt to verify it and correct by the best available means, including
corroboration by individual Board members and other reliable witnesses to the meeting.

8.7. Should an error or evidence of an error in the Minutes of any Meeting of the Board be
discovered after recordation, the County Administrator shall bring the error before the Board at
the next official meeting as is practical. The Board by vote of a majority of those members
present at the meeting at which the error was made shall correct the Minutes by amendment.
Members of the Board not present at said meeting shall abstain from voting on the correction.
Should no majority of Board members present at the meeting in which an error was made in
the Minutes be or remain seated as members of the Board, a majority vote of the presently
seated Board members shall then correct the Minutes by amendment.

8.8. Amendment to the recorded Minutes of any Meeting shall be entered as an Action of
Record in the Minutes of the Meeting at which the amendment was made. In addition, and
where practical as determined by the County Administrator or the Clerk, the recorded Minutes
shall be altered to include the amendment, either by insertion of a new, corrected page in
sequence or by separate Amendment Addendum at the beginning or first page of the recorded
Minutes of the Meeting to be corrected. Whether by insertion of a new corrected page or by
Amendment Addendum, the correction shall be clearly documented as a correction of
previously recorded Minutes, indicating the first date of recordation, the date of Board action
to amend the Minutes, and the date of recordation of the amended Minutes.

8.9. When audio recordings of Board meetings are made, the Clerk shall cause their
preservation for the period of time as prescribed by the Library of Virginia. Where preserved,
audio recordings shall be considered publicly accessible online via the County website, or
without charge upon prior appointment for review through the office of County Administrator.

8.10. When video recordings of Board meetings or portions thereof are made, the preservation
of said recordings shall be as prescribed by the Library of Virginia. The Board may at its
discretion direct the preservation of specific recordings, and the County Attorney may request
preservation of specific recordings only if such recordings are needed to support legal
proceedings, pending or anticipated.

8.11. Verbatim transcription of the proceedings of any meeting in its entirety shall not be
undertaken except by majority vote of the Board and only in instances where excerpted
verbatim transcriptions of a portion or portions of the proceedings are insufficient to address
the need. Any verbatim transcription generated, whether of an entire meeting or portion(s)
thereof, shall not be adopted or made part of the official Minutes of any meeting.

8.12. Individual members of the Board and the County Attorney may request excerpted
verbatim transcription of a portion or portions of any meeting through the County
Administrator or Clerk. If requested by a member of the Board, the County Administrator or the
Clerk will make a reasonable effort to generate a requested transcription prior to any
subsequent meeting of the Board; the generation of such transcription is subordinate to the
preparation and review of the Minutes and other duties and responsibilities of the involved
personnel. A request by the County Attorney shall be made only if such transcription is needed
to support legal proceedings, pending or anticipated.

8.13. Unapproved Minutes shall be released publicly upon incorporation into and completion of
the Meeting Agenda packet. At the discretion of the County Administrator, unapproved
Minutes may be released publicly at an earlier time; availability of completed unapproved
Minutes shall not compel release at such earlier time.

8.14. No recording device shall be used during any Closed Meeting of the Board.

Article 9. Appointments of the Board of Supervisors 

 9.1. The Board at its discretion may, and where required and in accordance with the Virginia

Code or other law, shall from time to time establish and make appointments of its members
and other persons to various positions, groups, organizations, committees, advisory boards and
other bodies, both formal and informal, for such purposes as are in the interest of the Board
and County.

9.2. Except as otherwise provided in these Bylaws or other law, appointments of the Board may
be made at any official meeting upon motion with second and majority vote of a quorum of the
Board and recorded as an Action of Record.

9.3. Except as otherwise provided by Action of Record or by law, all appointees of the Board
shall be authorized and expected to represent the interests of the Board and county in all
matters to which their appointment is charged.

9.4. Except as otherwise provided by law, all appointments of the Board shall discharge their
duties with diligence, and may be removed prior to the end of the term of said appointment by
motion with second and majority vote of a quorum of the Board and recorded as an Action of
Record. Any vacancy in an appointment shall be filled in the manner as the original and for the
remainder of the original term of the appointment.

9.5. The Board shall officially recognize no prerogative of any of its members to make or
nominate appointments to any group, organization, committee, advisory board or other body
except in accordance with the provisions of these Bylaws or other law.

Article 10. Committees and Advisory Boards of the Board of Supervisors

10.1. Pursuant to § 15.2-1411 of the Virginia Code, the Board may at its discretion establish
Committees of the Board and Advisory Boards by resolution and vote of a majority of the Board
members at any official meeting. Committees may be solely composed of members of the
Board or may be jointly composed of Board members and other individuals appointed or
otherwise authorized to participate in Committee activities. Advisory Boards shall be composed
persons other than members of the Board and may include other individuals appointed by
Advisory Board members to participate in Advisory Board activities. Board approval of such
other individuals is not required unless specified by Resolution. Board members may be
appointed as ex-officio members of Advisory Boards.

10.2. A Resolution establishing any Committee or Advisory Board shall state the purpose and
scope of activities of the Committee or Advisory Board, including any specific responsibilities for
and grant of authority to pursue the matter for which it has been established. The Resolution
shall state the composition of the members of the Committee or Advisory Board, either by
name or title, and may designate who shall chair the Committee, by name or title. No member
of the Board shall be appointed to a Committee or Advisory Board if not present at the meeting
at which appointments are made. A majority vote of a quorum of the Board is needed to
appoint Committee members.

10.3. Unless otherwise specified within the establishing Resolution, Committees shall organize
and direct their own affairs in the manner that their members deem appropriate to the matters
that they are charged. These include, but are not limited to, adoption of Committee Bylaws or
procedures, designation of Committee officers, the taking of Minutes of Committee meetings,
the appointment of sub-committees or working groups, solicitation of assistance in pursuit of
Committee matters, and such other things as deemed appropriate by Committee members.

10.4. Meetings and activities of Committees shall be open to the public.

10.5. Committees and Advisory Boards shall only be established pursuant to this Article.
Committees or Advisory Boards shall be reappointed annually as necessary to fulfil their
mission. Nothing herein shall be construed so as to prevent meetings or consultations by and
between members of the Board, county administrative officials and employees and other
parties for the purpose of pursuing matters of interest to the Board and county which are
otherwise consistent with Virginia law.

Article 11. Offices of County Administrator and County Attorney

11.1. Pursuant to § 15.2-1536 of the Virginia Code, the Board shall appoint a County
Administrator and a County Attorney. The County Administrator and County Attorney shall be
employees of the Board, serving at the pleasure of the Board, and shall have their
compensation established by the Board.

11.2. The County Administrator shall be the chief administrative officer for the county pursuant
to § 15.2-1540 of the Virginia Code. The County Administrator shall exercise all powers, duties
and responsibilities pursuant to § 15.2-407 and § 15.2-1541 of the Virginia Code and in
accordance with the County Code and Board policies.

11.3. The County Attorney shall exercise all powers, duties and responsibilities pursuant to §
15.2-1542 of the Virginia Code and in accordance with the County Code and Board policies.

11.4. In the event of vacancy in the office of County Administrator due to death, resignation or
removal from office, the Deputy County Administrator shall assume responsibility as Acting
County Administrator until such time as the Board shall again fill that office. At the Board’s
discretion upon motion and vote of a majority of Board members at any Regular or Special
Meeting, a county administrative employee other than the Deputy County Administrator may
be designated as Acting County Administrator.

11.5. In the event of vacancy in the office of County Attorney due to death, resignation or
removal from office, the Board may engage the services of private legal counsel to serve in the
capacity of Acting County Attorney until such time as the Board shall again fill that office. In the
event of the temporary absence or unavailability of the County Attorney, the Board authorizes
the County Administrator at his discretion to engage the services of private legal counsel as
necessary to represent the Board and county.

Article 12. Adoption and Amendment of Bylaws of the Board of Supervisors

12.1. Upon adoption, the provisions of these Bylaws shall take effect immediately and shall
continue until amended or re-adopted. The full text of these Bylaws shall be made part of the
Minutes of the Meeting at which they were adopted.

12.2. Amendment to these Bylaws may be made as an Item of Business on the Meeting Agenda
or modification thereof at any Regular Meeting, Adjourned Meeting, Special Meeting, Called
Special Meeting, and/or Rescheduled Meeting of the Board. Amendment to these Bylaws shall
be by vote of a majority of Board members and recorded as an Action of Record. Unless
otherwise specified, any amendment is effective upon adoption; no amendment shall be made
retroactively effective. The full text of an amendment to these Bylaws shall be made part of the
Minutes of the Meeting at which they were adopted.

Article 13. Limitations of Bylaws of the Board of Supervisors

13.1. If any provision or requirement of these Bylaws be found inconsistent with the provisions
of the Virginia Code, the County Code, or any other law or statute, it shall be deemed void. In
this event, all remaining provisions of these Bylaws shall remain in full force and effect.

Article 14. Adoption and Amendment of General Policies and Operational Procedures of the
Board of Supervisors

14.1 The Board may from time to time adopt such other General Policies and Operational
Procedures as it deems necessary and appropriate to its conduct and to matters under its
charge, such policies and procedures being consistent with these Bylaws and other law.

Bylaws Definitions
As used in these Bylaws, the following terms are defined:

Action of Record: An action taken or decision made by the Board recorded in the Minutes of the
Meetings. Action of Record may take the following forms:

      A. Motions and seconds with votes of the members of the Board recorded.
      B. Consensus agreement of the Board without vote by the Board.
      C. Directive of the Chairman in the exercise of that office during the conduct of an
      official meeting of the Board.

Advisory Board: Pursuant to § 15.2-1411 of the Virginia Code, a designated group of persons
other than members of the Board formed by the Board for the purpose of undertaking work on
matters germane to the interests of the Board or county.

Board: The Mathews County Board of Supervisors.

Committee: Pursuant to § 15.2-1411 of the Virginia Code, a designated group of persons that
may be formed by the Board for the purpose of undertaking work on matters germane to the
interests of the Board or county.

County Code: The Code of Mathews County.

Directive: An exercise of discretionary authority granted to the Chairman from the Board
empowering the Chairman as follows:
      A. To enforce the protocols of Article 8.5. of these Bylaws for the conduct of business
      and discourse before the Board to ensure proper decorum, civility, fairness and order.

      B. To cause the removal of any person or persons without charge of civil or criminal
      offense for misconduct, disruption or disturbance of a meeting of the Board of
      Supervisors consistent with adopted policies and procedures of the Board;

      C. To charge any person or persons with civil or criminal offenses pursuant to federal,
      state or local laws for the misconduct, disruption or disturbance of a meeting of the
      Board.

Ex-officio: A form of membership or appointment to a body or group where the individual may
participate in proceedings or discussions, but shall not serve in an official leadership capacity
nor vote in an official manner.

Item of Business: A matter to be presented before the Board at an official meeting, specified on
the Meeting Agenda or modification thereof, and which may be subject to an Action of Record.

Meeting or Official Meeting: Any Annual Organizational, Regular, or Special Meeting of the
Board of Supervisors. The following terms may also be used to further define and specify
purposes for meetings. Meetings as defined herein are not exclusive of each other and may be
concurrently conducted.
      A. Annual Organizational Meeting: Pursuant to § 15.2-1416 of the Virginia Code, the
      Board’s first meeting in the month of January.

      B. Joint Meeting: A Joint Meeting may be conducted simultaneously with one or more
      corporate and politic bodies for the purpose of review, inquiry and discussion of matters
      of mutual interest or in the interest of expedient disposition of public business matters.
      Action of Record may be taken at said meeting, and a quorum of both the Board and
      other body(ies) is required to Call to Order and conduct a Joint Special Meeting.

      C. Public Information Meeting: A Public Information Meeting shall be limited to the
      dissemination of information to and/or from the public where the Board of Supervisors
      will take no Action of Record at said meeting. A quorum of the Board of Supervisors is
      not required to Call to Order and conduct a Public Information Meeting. Public
      Information Meetings may be called in the name of the Board of Supervisors or
      administratively by the County Administrator or his designee.

      D. Public Hearing: A public hearing shall be conducted at said meeting and the Board of
      Supervisors may take Action of Record on such matters as may arise from the Public
      Hearing. A quorum of the Board of Supervisors is required to Call to Order and conduct
      a Public Hearing.

      E. Recessed Meeting: A meeting conducted at a date, place and time set by the Board
      of Supervisors as a continuation of a previously held meeting. A Recessed Meeting shall
      be scheduled no later than the date of the next Regular Meeting.

      F. Rescheduled Meeting: A Rescheduled Meeting shall be for the purpose of conducting
      a meeting of the Board of Supervisors where, by virtue of necessity or at the discretion
      of the Board of Supervisors, the originally scheduled meeting cannot be conducted on
      its prescribed date or time or at its prescribed location pursuant to these Bylaws. Action
      of Record may be taken on any Item of Business presented at a Rescheduled Meeting,
      and a quorum of the Board of Supervisors is required to Call to Order and conduct a
      Rescheduled Meeting.

      G. Workshop Meeting: A Workshop Meeting shall be for the purpose of in-depth
      review, inquiry and discussion of specified Items of Business where Action of Record
      may be taken by the Board of Supervisors. A quorum of the Board of Supervisors is
      required to Call to Order and conduct said meeting. Workshop Meetings may also be
      called and scheduled for the purposes of presentations to the Board of Supervisors for
      educational and informational purposes.

Primary Motion: The first motion presented following informal discussion of any Item of
Business at a Board meeting.

Substitute Motion: A motion presented succeeding and in lieu of a primary motion on any Item
of Business at a Board meeting.

Virginia Code: The 1950 Code of Virginia, as amended.