General Guidelines

1. The Board shall normally meet at least once each quarter, except for the month of August and December. The Chair, or six trustees, may call additional meetings of the Board.
2. The Board shall meet in the offices of the System, unless the Chair, or a majority of the trustees, designates another location.
3. The Chair, or the Chair’s designee, shall supply to members of the public, on request, reasonable notice of the date, time, and place of meetings as required by the Virginia Freedom of Information Act. The Executive Director shall cause notice of all meetings to be published on the County's and the Retirement Systems' web pages.
4. Special meetings may be called by the Chair. Two business days’ written notice of special meetings must be given to each trustee. The only business that may be conducted at a special meeting is what has been identified in the notice of the meeting.
5. The Chair may call an emergency meeting of the Board. Each trustee must file a written waiver of notice of any emergency meeting at or before the meeting for any action taken at an emergency meeting to be valid.
6. Under specific circumstances, detailed in All-Virtual Board Meeting Policy, meetings may be held virtually (via phone or online meeting service) rather than in person.

Meeting Agendas

1. The Chair, or the Chair’s designee, shall prepare an agenda for each meeting. After the Chair calls a meeting to order, a trustee may move to add or delete an item from the agenda of that meeting or add an item to a future meeting’s agenda. Addition or deletion of an item from the agenda requires the affirmative vote of a majority of all trustees present and voting. The addition of an item to an agenda for a future meeting shall be made at the request of one trustee.
2. The agenda shall be provided electronically to the trustees on the Friday before each monthly meeting date.  The Chair or the Chair’s designee shall send an agenda and any information with respect to a special or emergency meeting, as far in advance of the meeting as is practicable.

Meeting Quorum and Attendance

1. The quorum consists of six trustees. A quorum is required to conduct the business of the Board. Unless otherwise specifically required by these rules and regulations or statute or ordinance, a majority of the trustees present and voting is required for the Board to take an action.
2. A trustee cannot designate a substitute to sit and act in the trustee’s place.
3. Meetings of the Board and its committees shall be generally open to the public. Closed session meetings which are not open to the general public may only be held in strict accordance with the provisions of the Virginia Freedom of Information Act.
4. Under certain circumstances, detailed in the Policy for Remote Participation in Meetings, Board members may attend meetings virtually (via phone or online meeting service) rather than in person.

Conduct of Meetings

1. The Chair, or a majority of the trustees present at the meeting, may direct that the proceedings for a deliberative body as contained in Robert’s Rules of Order apply to meetings of the Board for an entire meeting. When Robert’s Rules of Order do not apply, the Chair may conduct a discussion informally. Any reference to Robert’s Rules of Order means the latest published edition of such rules at the time an issue arises with respect to such rules.
2. A Board action that is otherwise valid is not invalid simply because of the failure to follow Robert’s Rules of Order.

Minutes

1. The Secretary shall take minutes of all meetings of the Board. All minutes must be prepared, distributed and maintained in accordance with the procedures for the preparation for minutes attached as an Appendix.
2. Draft minutes of each Board meeting shall be prepared by the Secretary and mailed to each trustee as soon as reasonably possible after the meeting, but in no event later than one calendar week prior to the next regularly scheduled meeting. Draft minutes shall be approved or corrected by vote of the Board at its next meeting to the extent the Board can reasonably do so.

Board Action

1. An action of the Board shall be evidenced by a motion which shall be contained in the minutes of the Board. A motion must be initially moved by one trustee and be seconded by another trustee.
2. Unless otherwise specified by statute, the Ordinance, or these bylaws, the affirmative vote of a majority of the trustees attending and voting is required to pass a motion. A tie vote fails to carry a motion.
3. An amendment to a pending motion may be made only upon a majority vote of the trustees attending and voting.