University of Virginia Library

ATTACHMENT D — CHARTER of CENTRAL SHENANDOAH CRIMINAL JUSTICE TRAINING ACADEMY

Pursuant to Chapter 17, Article 5, Title 15.2 of the Code of Virginia (1950, as amended) (the "Code") the respective governing bodies of the several localities, political subdivisions or other public bodies (hereinafter collectively referred to as "governmental units") located in the Fifth (5th) , Sixth (6th), Seventh (7th), Ninth (9th) or Tenth (10th) Planning Districts, each being named on the attached schedule, by resolution duly adopted on the dates listed thereon, approved the following terms and provisions and have entered into this agreement ("Charter") to create the Central Shenandoah Criminal Justice Training Academy. The provisions of this Charter shall be assigned the same meanings used in the Code, and references to particular Code sections shall be deemed to include any amendments and successor statutes thereto.

This restated Charter supersedes and takes the place of the existing charter of Central Shenandoah Criminal Justice Training Center, including any amendments thereto.

SECTION 1 — NAME

The regional criminal justice training academy created by this restated Charter shall be known as the "Central Shenandoah Criminal Justice Training Academy" (hereinafter, the "Academy"), a public body corporate and politic as described in the Code, and formerly known as the Central Shenandoah Criminal Justice Training Center and formerly known as the Central Shenandoah Police Academy.

SECTION 2 — PRINCIPAL OFFICE

The initial principal office of the Academy shall be located at 21 1 Twelfth Street in the City of Waynesboro, Virginia, 229804796. From time to time, a new principal office of the Academy may be designated by Charter amendment pursuant to Code § 15.21747(B). The Charter shall at all times set forth the governmental subdivision in which the principal office of the Academy is situated.

SECTION 3 — EFFECTIVE DATE AND DURATION

A. The effective date of the organization of the Academy shall be October 30, 1998.

B. The Academy and this Charter shall exist in perpetuity; provided, however, upon payment in full of all of the Academy's judicially enforceable debt or as may be otherwise provided by operation of law, the Academy may be dissolved by an affirmative vote of the Board.

SECTION 4 — PURPOSE

The Academy is created for the purposes of establishing and conducting criminal justice education and training for criminal justice personnel, including law enforcement officers (as currently defined in Virginia Code S 9-169) and special police officers appointed pursuant to Virginia Code § 15.2-1737. It is the intent of this Charter that the Academy shall be established and conducted, to the full extent permitted under the Code or otherwise under Virginia law, for all lawful purposes consistent with its principal criminal justice training mission.

SECTION 5 — BOARD OF DIRECTORS

• A. DIRECTORS - The governing body of the Academy shall be a Board of Directors composed of one designated representative from each sheriff s office, police department, and other organization or agency subject to mandated criminal justice training under Virginia law that is operated by a member governmental unit (as currently defined in Virginia Code § 15.21747 (A)). Each such representative shall serve for a term of three years, or until his or her designating agency appoints another person to serve in his or her place.
• B. OFFICERS - The officers of the Academy shall consist of a Chairman, Vice-Chairman, Secretary- Treasurer, and such other officers as may be prescribed from time to time by the By-laws. Officers shall serve for a term of one (1) year and shall be elected at the Board's annual meeting. At its initial organizational meeting the Board of Directors shall elect by and from its membership officers, who shall serve until the Board's next annual meeting.
• C. REGULAR AND SPECIAL MEETINGS; NOTICE OF MEETINGS - The Board shall hold a semiannual meeting in June of each year and an annual meeting in December each year. At its annual meeting the Board shall elect officers and such other members of the executive committee as may be prescribed by the By- laws. At its annual meeting or at such meeting of the Board as may be otherwise designated in the By-laws, the Board shall adopt an operating budget for the Academy for the ensuing fiscal year.

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  Special meetings of the Board may be called by the Chairman or as may be otherwise provided in the By-laws. At least two (2) weeks notice of any regular or special meeting shall be provided to the members of the Board.
• D. POWERS OF THE BOARD - the Board shall possess the full powers and authorities granted pursuant to Virginia Code § 1 5.2-1748 (1950, as amended), and as may be generally described in Virginia Code § 9-170 (1950, as amended) or otherwise. Such powers shall include the power to issue revenue bonds of the Academy (including notes, bonds and other obligations) upon a resolution duly adopted by a majority of the Board, and as more particularly described in Virginia Code § 15.2-1749 (1950, as amended); provided, however, any such indebtedness shall not be deemed to constitute a debt or pledge of the full faith and credit of the Commonwealth of Virginia or any governmental unit or member.
• E. VOTING RIGHTS OF DIRECTORS - Each Director that represents a criminal justice agency operated by a governmental unit shall be entitled to vote on matters before the Board. All action of the Board shall be by majority vote of all directors present and voting, and each director shall have votes equivalent to the authorized strength of his or her agency ("authorized strength" means the number of personnel eligible for criminal justice training based on the figures reported by the agency during the Academy's most recent annual manpower survey). A vote by a Board member shall at no time be deemed or otherwise construed to constitute a commitment, endorsement or other obligation (official or unofficial) of his or her member governmental unit.
• F. QUORUM - At any regular or special meeting of the Board, a quorum shall consist of such number of directors present with votes equivalent to no less than one-half plus one of the authorized strength of all criminal justice agencies operated by member governmental units.
• G. LIABILITY AND IMMUNITY - Pursuant to Virginia Code § 15.21753(1 950, as amended), no member of the Board of Directors shall be personally liable for any indebtedness, obligation or other liability of the Academy, barring willful misconduct, and pursuant to Virginia Code §15.2-1753 members of the Board of Directors of the Academy shall have the same immunity as members of county boards of supervisors.
• H. ADDITIONAL TERMS AND PROVISIONS - Consistent with the Code and this Charter, the By-laws of the Academy may set forth

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  additional terms and provisions concerning the Board of Directors, Officers of the Academy, standing or special committees, and other matters as may be convenient or necessary for the conduct of the business and affairs of the Academy;

SECTION 6 — EXECUTIVE COMMITTEE

• A. POWERS OF THE EXECUTIVE COMMITTgE - To provide for the efficient and effective operation of the Academy, and subject to all applicable provisions of the By-laws, the Executive Committee shall have authority to carry out all functions of the Academy on behalf of the Board of Directors. The authority of the Executive Committee shall be subject to the general control, authorization, and direction of the Board of Directors as may be provided from time to time. The executive committee shall oversee and be responsible for the day-to day operation of the Academy, giving due consideration to the needs of the participating jurisdictions for recruit and in-service training, and to maximize the benefits of available instruction in fixing the length and frequency of training, and to operate the Academy in an efficient and cost-effective manner. In connection with its duties the executive committee shall have the power to expend funds appropriated by the Board of Directors.
• B. CHAIRMAN AND LOCAL GOVERNMENT MANAGEMENT MEMBER - The chairman of the Board of Directors shall serve as a member and as Chairman of the Executive Committee. One member of the Executive Committee shall be the chief executive or administrative officer ("member government manager") of one of the Academy's member governmental units, who shall serve a twoyear term. The local government management member of the Executive Committee shall rotate each two years and shall be selected by and from among the member government managers in such manner as hereafter fixed by the By-laws.
• C. INITIAL MEMBERS - The vice-chairman, secretary-treasurer and five additional persons, who, along with the immediate past chairman, shall serve as an initial executive committee.
• D. TERMS OF OFFICE, MEMBERSHIP, ETC. - As contemplated by Code § 15.2-1747(C) and consistent with this Charter, the By-laws of the Academy shall establish: (1) the permanent composition and terms of office of the members of the Executive Committee, (ii) procedures for the conduct of Executive Committee meetings, and (iii) such other limitations upon the authority of the Executive Committee as maybe deemed desirable for the transaction of the Academy's affairs.

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• E. QUORUM - A quorum shall consist of a majority of the members of the executive committee initially fixed by this Charter or as hereafter fixed by the By-laws, and then in office.
• F. VOTING - At all meeting of the executive committee, all questions shall be decided by a simple majority of votes, each member of the executive committee having one vote only. In case of an equality of votes, the Chairgian shall have a second or deciding vote.

SECTION 7 — TERMINATION

Termination of this cooperative endeavor shall occur only as provided in Section 3.B. In the event this Charter is terminated, payment and/or credit for furnishing and use of real property owned by a participant shall be adjusted ratably to the date of termination. All property shall be scheduled and valued by or at the direction of the Board and distributed in kind to the participating political subdivisions. and the Board shall be responsible for establishing a plan of winding down the business affairs of the Academy in accordance with Virginia law. Such plan shall include, but shall not be limited to, the payment in full of all outstanding debts or other obligations of the Academy.

SECTION 8 — MEMBERSHIP MATTERS

A. NEW VOTING MEMBERS - Any governmental unit that operates a criminal justice agency in the Commonwealth of Virginia and which is not an initial member of the Academy may join the Academy by ratifying or adopting this Charter and upon a majority vote of the Board. A written application for admission must be delivered by mail to the business office of the Academy.

As a condition of membership, the Board shall require the joining governmental unit to make a capital contribution toward the investment of prior member governmental units. The Board shall establish the required capital contribution by determining the proportionate share of investment and contribution made by each existing and former member government.

B. NON-VOTING MEMBERS - Any non-governmental entity that operates a special police force in the Commonwealth of Virginia may join the Academy as a non-voting member by ratifying or adopting this Charter and upon an affirmative vote of the Board. A written application for admission must be delivered by mail to the business office of the Academy.

C. WITHDRAWAL OF MEMBER - For a period of five (5) years from the effective date of this Charter, no withdrawal of a member shall be permitted, except by order of a court of competent jurisdiction or as may be otherwise specifically required by Virginia law. Thereafter, any member may withdraw from the Academy at the end of the fiscal year after having notified the business office of the Academy in writing of its intent to do so not less than six (6) months prior., to the beginning of the next succeeding fiscal year ("notice withdrawal date").

Notwithstanding anything to the contrary, in the event the Academy shall have any current outstanding bonded indebtedness, the Board, upon receipt of a notice of withdrawal, may convene at any regular or special meeting and vote to require the withdrawing member to continue its membership for an additional period not to exceed twenty-four (24) months subsequent to the Notice Withdrawal Date. it is the intention of this provision to provide that the Academy be afforded, if necessary, an additional period of time to prepare for the orderly withdrawal of a member under this charter. In lieu of a continued membership for an additional period pursuant to Board action as aforesaid, a withdrawing member shall have the option in its sole discretion to elect to pay to the Academy a penalty payment for such withdrawal. The amount of any such penalty payment shall be determined and assessed by the Board acting upon an affirmative vote at any regular or special meeting, and in determining the amount of same the Board shall take into consideration the pro rata portion of cur- rent outstanding indebtedness that is allocatable to the withdrawing member.

Under no circumstances shall a withdrawing member be entitled at any. time to restitution, rebate, or other repayment of any capital contribution to the Academy or any other investment hereunder.

SECTION 9 — GOVERNMENTAL IMMUNITY

Pursuant to Virginia Code § 15.2-1752, the Academy shall be deemed to be a governmental entity exercising essential governmental powers, and the its directors, officers and employees shall be entitled to immunity in any civil action or proceeding for damages or injury to any person or property of any person to the same extent that counties and their officers and employees are immune.

SECTION 10 — EXEMPTION FROM TAXATION

The Academy shall be exempt from taxation to the full extent provided by Code § 1 5.2-1751 and as may be otherwise provided by law.

SECTION 11 — AMENDMENTS

The Board of Directors is empowered to amend this Charter provided such amendments are made in one of the following manners:

• A. By approval of all the participating political subdivisions; or
• B. By approval of a majority of the Board of Directors at the annual meeting, or special meeting called for the purpose of amending this Charter, provided each political subdivision is notified in writing thirty (30) days prior to such meeting; or
• C. Such other manner as may be authorized by law at the time of the amendment.

SECTION 12 — REPORTS TO MEMBER GOVERNMENTAL UNITS

As soon as practicable after the close of the Academy's fiscal year, the Board shall prepare, or cause to be prepared, and transmitted to the member governmental units an annual report of the Academy's activities and finances. The Board shall also prepare and present to federal and state officials such reports as may be required by law, regulation, or contract.

SECTION 12 — CONTINUATION OF OPERATION

Upon the effective date hereof, the Academy shall operate as the successor and assignee of Central Shenandoah Criminal Justice Training Center, and acquire title to all such assets and property all liabilities shall be automatically transferred, assigned, conveyed, and otherwise assumed by the Academy.