DRAFT NEW Bylaws: Uniformed Retirement System
Article I - Name
The name of this organization is the Fairfax County Uniformed Retirement System (“System”).Article II - Purpose
The Board of Supervisors of Fairfax County, Virginia (“Board of Supervisors”), pursuant to Fairfax County Code § 3-3-16(a), has established a Board of Trustees (“Board”), and delegated to this Board authority to establish these bylaws for the transaction of the Board’s business.These bylaws replace and supersede the rules and regulations adopted by the Board on July 1, 2002 and revised on May 17, 2018, and are effective as [insert date of their approval by the Board of Supervisors].
Article III - Membership and Term of Office
Appointments. Membership and appointments to the Board shall be determined in compliance with Fairfax County Code § 3-3-12.Resignations and Vacancies. In the event a member cannot serve or resigns from office, the Chairperson or Secretary shall advise the Clerk for the Board of Supervisors of the vacancy in writing. Vacancies on the Board shall be filled in compliance with Fairfax County Code § 3-2-13.
Article IV - Officers and Their Duties
Officers. The Board’s officers shall consist of a Chairperson, a Vice-Chairperson, a Secretary, who shall be the Executive Director of the Fairfax County Retirement Administration Agency (“RAA”), and a Treasurer, who in accordance with Fairfax County Code § 3-2-12, shall be the Director of the Department of Finance. No Board member may hold more than one office.Elections. The Chairperson shall be elected in accordance with the voting provisions of Article V by the Board members annually and such election shall be scheduled at the first meeting of each calendar year. Two months prior to the election meeting, a slate of candidates shall be nominated during a meeting held pursuant to Article V. After nomination, each candidate shall be polled on his or her willingness and ability to serve as Chairperson of the Board. At the election meeting, the Chairperson shall be elected from among the willing nominees in accordance with the voting provisions of Article V. At the meeting immediately following the election of the Chairperson, the Chairperson shall nominate the Vice Chairperson. After nomination, each candidate shall be polled on his or her willingness and ability to serve as an officer of the Board. The Vice Chairperson shall then be elected from among the willing nominees in accordance with the voting provisions of Article V.
Chairperson. The Chairperson shall preside over meetings of the Board and be eligible to vote at all times. The chairperson shall have the authority to delegate appropriate functions to Board members and request assistance from the Retirement Systems' staff.
Vice-Chairperson. In the absence of the Chairperson at a meeting, the Vice-Chairperson shall perform the duties and exercise the powers of the chairperson. In the event that neither the chairperson nor the vice-chairperson is available, the member present with the longest tenure on the Board shall act as chairperson.
Treasurer. The Treasurer of the Board shall be the custodian of all of its funds and securities or evidence of such when in the custody of a fiduciary agent. He or she shall give bond, conditioned upon the faithful performance of his or her duties and the proper accounting of all funds and securities coming into his or her hands. He or she shall deposit all money in the name of the Board and disburse the same only on vouchers signed by such person as is designated for the purpose by the Board.
Secretary. The Secretary, or a duly appointed agent, shall be responsible for recording the minutes of meetings.
Replacement Officers. If either the office of Chairperson or Vice-Chairperson becomes vacant for any reason, it shall be filled by an election at the next regular meeting having a majority of Board members present. The newly elected officer shall complete the unexpired term of his or her predecessor. Prior to the election of any replacement officer, all members shall be provided with notice of the proposed election before the meeting at which the replacement is to be elected.
Article V - Meetings
VFOIA. All Meetings shall be open to the public, except as provided under the Virginia Freedom of Information Act, Virginia Code § 2.2-3700et seq., as amended (“VFOIA”). The terms “meeting” and “meetings” shall mean meetings including work sessions, when sitting physically, or through electronic communication means pursuant to Virginia Code § 2.2-3708.2, as a body or entity, or as an informal assemblage of (i) as many as three members or (ii) a quorum, if less than three of the constituent membership, wherever held, and with or without minutes being taken, whether or not votes are cast, of any public body.Notice and Agenda. Notice and the agenda of all meetings shall be provided as required under VFOIA. Each meeting shall be preceded by a properly stated notice stating its date, time, and location. Notice of a meeting shall be given at least three working days prior to the meeting. Notice of any emergency meeting, reasonable under the circumstances, shall be given contemporaneously with the notice provided to Board members. Notices of all meetings shall be provided to the Office of Public Affairs for posting at the Government Center and on the County Web site. All meetings shall be conducted in public places that are accessible to persons with disabilities.
Frequency. The Board shall meet at least quarterly or as determined by the Chairperson. Meetings shall be held at a time agreed to by a majority of the Board members, and at the Retirement Systems' offices.
Voting. A quorum is necessary for a vote. A majority of members of the Board shall constitute a quorum. In making any recommendations, adopting any plan, or approving any proposal, action shall be taken by a majority of the Board members present and voting. Upon the request of any member, the vote of each member on any issue shall be recorded in the minutes. All votes of the Board’s member shall be taken during a public meeting, and no vote shall be taken by secret or written ballot or by proxy.
Conduct. Except as otherwise provided by Virginia law or by these bylaws, all meetings shall be conducted in accordance with the current edition of Robert’s Rules of Order Newly Revised, subject to the following exceptions: (i) the name of the seconder of a motion shall be entered in the minutes; (ii) a vote shall be recorded as unanimous or include the number of members opposed; and (iii) proceedings of a committee of the whole or a quasi-committee of the whole shall be recorded separately and the minutes for those proceedings shall be approved at the committee’s next meeting. Except as specifically authorized by VFOIA, no meeting shall be conducted through telephonic, video, electronic, or other communication means where the members are not all physically assembled to discuss or transact public business. All Trustees attending whether in person or electronically have full authority as a trustee.
Public Access. For any meeting, at least one copy of the agenda, all agenda packets, and, unless exempt under VFOIA, all materials furnished to Board members shall be made available for public inspection at the same time such documents are furnished to Board members. Pursuant to VFOIA, any person may photograph, film, record, or otherwise reproduce any portion of a meeting required to be open, but such actions may not interfere with any Board proceedings.
Records. The Secretary or an appointed representative shall ensure that minutes of meetings are recorded as required under the VFOIA. Minutes shall include: (1) the date, time, and location of each meeting; (2) whether the meeting was regularly scheduled or an emergency (3) the members present and absent; (4) a summary of the discussion on matters proposed, deliberated, or decided; and (5) a record of any votes taken. Such minutes are public records and subject to inspection and copying by citizens of the Commonwealth or by members of the news media.
The Retirement Systems' shall provide staff support to review and approve records and minutes of each meeting. Meetings may be tape recorded to assist with preparation of the minutes.
The Secretary shall transmit the minutes of a meeting to the Board’s members no later than one week before the Board’s next regularly scheduled meeting. Minutes shall be signed by the chairperson and secretary following their approval by the Board.
All minutes shall be retained permanently in the Retirement Systems' offices. Tape recordings used to assist in the preparation of any minutes shall be stored for three years in the RAA’s offices and thereafter, with the County’s Archives and Records Division.
Attorney-Client Confidentiality. Records containing legal advice from any attorney for the System, and advice provided in closed session of the Board by any attorney for the System, are protected by attorney-client confidentiality and from disclosure under VFOIA. Any such records or advice should not be disclosed by members of the Board to any third party, or the protections against disclosure provided by attorney-client confidentiality and VFOIA may be waived. Questions regarding the handling of records or advice subject to attorney-client confidentiality should be directed to the Office of the County Attorney.
Article VI - Committees
Standing. The Chairperson may appoint standing committees and a chairperson for each with the consent of a majority of Board members present and voting.Special. The Chairperson may appoint special committees and a chairperson for each with the consent of a majority of Board members present and voting.
All meetings of any such committees shall comply with the notice and other requirements of VFOIA. To the extent that is practicable, any such committees shall be composed of at least four members. Committee meetings may be held at the call of the chairperson or at the request of two members, with notice to all members.