Virginia § 2.2-2353 - Board of directors; members; president

§ 2.2-2353. Board of directors; members; president

A. The Authority shall be governed by a board of directors consisting of 11 voting members as follows: (i) the Secretary of Commerce and Trade, or his designee; (ii) six nonlegislative citizen members appointed by the Governor; (iii) three nonlegislative citizen members appointed by the Joint Rules Committee; and (iv) one director of technology transfer office or equivalent position from a major research public institution of higher education, appointed by the Joint Rules Committee.

B. Of the nonlegislative citizen members appointed by the Governor, (i) two nonlegislative citizen members shall be from the investor community with experience as a partner in a venture capital fund with a minimum of $35 million under management or experience qualifying as an accredited investor, as defined by the federal Securities and Exchange Commission, who have experience investing, as an individual or as part of an angel group, in 10 or more early stage companies; (ii) two nonlegislative citizen members shall be from the technology sector with experience (a) as a founder of a science-based or technology-based business and who have raised equity capital or (b) as a senior executive in a science or technology company with operations in Virginia and with annual revenues in excess of $100 million; and (iii) two nonlegislative citizen members shall have experience acquiring or commercializing intellectual property through private research or experience acquiring or commercializing intellectual property from a university or other research institution. Of the nonlegislative citizen members appointed by the Joint Rules Committee, two nonlegislative citizen members shall have experience in entrepreneurial development or entrepreneurial community and network development. In making the appointments, the Governor and the Joint Rules Committee shall consider the geographic and demographic diversity of the Board.

C. 1. After an initial staggering of terms, members of the Board shall serve terms of four years. No member shall be eligible to serve more than two terms. Any appointment to fill a vacancy shall be for the unexpired term. A person appointed to fill a vacancy may be appointed to serve two additional terms. Nonlegislative citizen members shall be citizens of the Commonwealth.

2. Ex officio members shall serve terms coincident with their terms of office.

D. Members of the Board shall receive such compensation for the performance of their duties as provided in § 2.2-2813. Members shall be reimbursed for all reasonable and necessary expenses incurred in the performance of their duties as provided in §§ 2.2-2813 and 2.2-2825. Funding for the costs of compensation and expenses of the members shall be provided by the Authority.

E. The Board shall elect a chairman from the nonlegislative citizen members of the Board, and the Secretary of Commerce and Trade shall serve as the vice-chairman. The Board shall elect a secretary and a treasurer, who need not be members of the Board, and may also elect other subordinate officers, who need not be members of the Board. The Board may also form advisory committees, which may include representatives who are not members of the Board, to undertake more extensive study on issues before the Board.

F. A majority of the members shall constitute a quorum for the transaction of the Authority's business, and no vacancy in the membership shall impair the right of a quorum to exercise the rights and perform all duties of the Authority. The Board shall meet at least quarterly or at the call of the chairman.

G. The Board shall appoint a president of the Authority, who shall not be a member of the Board who shall serve at the pleasure of the Board and carry out such powers and duties conferred upon him by the Board.

2020, cc. 1164, 1169.