072622 ws packet revisedWORK SESSION AGENDA (REVISED)
Date: Tuesday, July 26, 2022
Time: 9:00 a.m.
Location: Commissioners Meeting Room Harnett County Resource Center & Library 455 McKinney Parkway, Lillington
Harnett County Board of Commissioners
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1.Call to order – Chairman Lewis Weatherspoon
2.Pledge of Allegiance and Invocation – Commissioner Brooks Matthews
3.Appointment of Christine Wallace as Acting Tax Administrator; Brent Trout, County Manager**please note: The Board of Commissioners may take action on this item**
4.Approve Employment Contract for Christine Wallace as Acting Tax Administrator, Brent Trout,County Manager **please note: The Board of Commissioners may take action on this item**
5.Oath of Office for Christine Wallace as Acting Tax Administrator; Dwight Snow, County Attorney
6.Discuss Tax Settlement for 2021; Christine Wallace, Acting Tax Administrator
7.Motion to adopt an order for tax collection in accordance with G.S. 105-373, G.S. 105-321 andG.S. 105-330.3. **please note: The Board of Commissioners may take action on this item**
8.Discuss NC Tier II Non-competitive Annual Grant Award; Larry Smith, Emergency Services Director
9.Discuss North Carolina Department of Transportation/Public Transportation Division FY2022Public Transportation Division Grant Agreements; Coley Price, Assistant County Manager
10.Discuss the 2022 National 4-H Healthy Living Teens Leading Change Project; Tim Mathews, HarnettCounty Extension Director
11.Discuss a request to accept grant from NC AgVentures Program; Tim Mathews, Harnett CountyExtension Director
12.Discuss additional WIC Breastfeeding Peer funding from NC DHHS; John Rouse, Health Director
13.Discuss additional WIC Client Services funding from NC DHHS; John Rouse, Health Director
14.Discuss COVID-19 620 ARPA School Health Team Workforce Funding; John Rouse, Health Director
15.Discuss ARPA Funding – Department on Aging; John Rouse, Health Director
16.Discuss utilization of ARPA funds to purchase mobile clinic; John Rouse Health Director
17.Discuss Workforce Innovation and Opportunities Act Funding FY23 (July 1, 2022-December 31,
2022); Charlotte Leach, Workforce Development Director
18.Discuss Research Triangle Regional Partnership (RTRP) Board Appointments; Christian Lockamy,
Director of Economic Development
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Harnett County Board of Commissioners
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19. Discuss Bylaws for Economic Development Partnership; Christopher Appel, Senior Staff Attorney
20. Quarterly Financial Report; Kimberly Honeycutt, Finance Officer
21. County Manager’s Report- Brent Trout, County Manager
• August 1, 2022 Regular Meeting Agenda Review
• Review applications to serve on Boards and Committees
• Upcoming meetings and invitations
22. Closed Session
23. Adjourn
CONDUCT OF THE JULY 26, 2022 MEETING
Live audio of the meeting will be streamed on the Harnett County Government’s YouTube Channel
at https://www.youtube.com/channel/UCU7mTF6HTD65x_98EhAMeMg/featured.
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Harnett County Tax Administration
2021 Tax Settlement
Presented By:
Amy K. Bain, Tax Collections Supervisor/ NCTCA Certified Deputy Tax Collector
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Introduction:
•Per N. C. General Statute 105-373 the Tax Collector must make a
report of settlement for the fiscal Year 2021-2022 and prior years.
This settlement report is summary of charges of levy, discovered levy,
penalties. The collections of this levy and releases and adjustments of
this levy.
This report also will show charged levy and collections of Real, Public
Service, Motor Vehicles and Gap Registration bills and a comparison
over the years of this.
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2021 ANNUAL SETTLEMENT-OVERVIEW
2021-2022 Annual Settlement Year to Date
Total Charges for 2021 Tax Levy
Original Billed Amount 63,041,436.71$
Discovered Levy/Additional Levy 656,401.33$
Penalties/Fees/Interest 251,928.45$
Total Charges 63,949,766.49$
Total Collections for 2021 Tax Levy 63,083,274.20$
Releases/Adjustments 466,868.96$
Principal amount of uncollected 2021 taxes constituting liens on real prop 275,766.07$
Principal amount of uncollected 2021 taxes personal property 123,857.26$
Total Credits 63,949,766.49$
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2021 County Levy
Real/Personal Property(IND,BUS,GAP)
Total Billed Actual Collections Uncollected %Collected
$61,337,493.36 $61,372,105.97 $393,064.97 99.36%
Public Service
Total Billed Actual Collections Uncollected &Collected
$1,643,874.08 $1,643,874.08 $0.00 100%
Motor Vehicles
Total Billed Actual Collections Uncollected %Collected
$ 11,006,909.95 $ 10,157,828.34 $ 849,081.61 92.28%
Gap Bills (Motor Vehicles)
Total Billed Actual Collections Uncollected %Collected
$195,603.19 $121,328.56 $64,718.89 64.68%
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Total County Levy ( REI, PUB, IND,BUS,RMV)
Total Billed Actual Collections %Collected
$73,988,277.39 $73,173,808.39 98.90%
Gap bills are included with REI/IND/BUS totals for both billed and collected
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5 Year Comparison By Category
Real/Personal
06/30/2018 06/30/2019 06/30/2020 06/30/2021 06/30/2022
99.45% 99.55% 99.20% 99.34% 99.38%
Public Service
06/30/2018 06/30/2019 06/30/2020 06/30/2021 06/30/2022
100%100%100%100%100%
Motor Vehicles
06/30/2018 06/30/2019 06/30/2020 06/30/2021 06/30/2022
89.78 90.56% 91.29% 91.81%92.98%
Gap Bills (Motor Vehicles)
06/30/2018 06/30/2019 06/30/2020 06/30/2021 06/30/2022
N/A 81.13% 64.64% 68.15% 64.68%
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2021 UNCOLLECTED LEVY AMOUNTS
•PERSONAL PROPERTY (INDIVIDUAL AND BUSINESS) INCLUDES VEHICLE GAP BILLS
2.58% UNCOLLECTED
•PUBLIC SERVICE
0% UNCOLLECTED
•REAL PROPERTY
0.48% UNCOLLECTED
NOTE: VEHICLE GAP BILLS AND INTERNATIONAL REGISTERED PLATES (BUSINESS PROPERTY) HINDERS OUR COLLECTION PERCENTAGE. CITIZENS THINK THIS IS COLLECTED AT NCDMV.
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State of North Carolina
Harnett County
ORDER OF THE BOARD OF COUNTY COMMISSIONERS
IN ACCORDANCE WITH G.S. 105-373, G.S. 105-321 AND G.S. 105-330.3
TO: CHRISTINE L. WALLACE
TAX COLLECTOR OF HARNETT COUNTY, TOWN OF ANGIER, TOWN OF
COATS,CITY OF DUNN, TOWN OF ERWIN, TOWN OF LILLINGTON, TOWN OF
BENSON-SATELLITE PROPERTIES, TOWN OF BROADWAY-SATELLITE
PROPERTIES.
You are hereby authorized, empowered, and commanded to collect the taxes remaining unpaid as
set for in the 2013 through 2022 tax records files in the office of the Tax Collector, and in the tax receipts
herewith delivered to you in the amounts and from the taxpayers likewise therein set forth. You are further
authorized, empowered, and commanded to collect the 201 3 through 2022 taxes charged and assessed as
provided by law for adjustments, changes and additions to the tax records and tax receipts delivered to you
which are made in accordance with law. Such taxes are hereby declared to be a first lien on all real
property of the respective taxpa yer in Harnett County, Town of Angier, Town of Coats, City of Dunn,
Town of Erwin, Town of Lillington, Town of Benson-Satellite Properties, Town of Broadway- Satellite
Properties, Averasboro School, Anderson Creek Fire, Angier/ Black River Fire, Benson Banner Fire,
Behaven Fire, Boone Trail Emergency, Buies Creek Fire, Coats/ Grove Fire, Crains Creek Fire, Cypress
Pointe Fire, Duke Fire, Dunn/Averasboro Fire, Erwin Town Fire, Flat Branch Fire, Flatwoods Fire,
Godwin/Falcon Fire, Town of Lillington Fire, Northwest Harnett Fire, Spout Springs Fire, Summerville-
Bunnlevel Fire, Westarea Fire, West Johnston Fire. This order shall be a full and sufficient authority to
direct, require and enable you to levy on and sell, any real or personal property, and attach wa ges and/or
other funds, of such taxpayers, for and on account thereof, in accordance with law.
You are further authorized to call upon the Sheriff to levy upon and sell personal property under
execution for the payment of taxes.
Within available funds in the budget ordinance and personnel positions established, the Tax
Collector may appoint employees and they have authority to perform those functions authorized by the
Machinery Act of Chapter 105 of the North Carolina General Statutes and other applicable laws for current
and previous year’s taxes. County personnel presently in Tax Collector’s office continue to serve in their
respective positions.
WITNESS my hand and official seal, this the _____________day of __________, 202 2.
_______________________________________________
CHAIR, BOARD OF COUNTY COMMISSIONERS
OF HARNETT COUNTY
ATTEST:
____________________________________________
CLERK TO THE BOARD OF COUNTY COMMISSIONERS OF HARNETT COUNTY
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S:\Clerk to the Board docs\AGENDAS\2022\072622 ws\8.1 agendaform TIER II Grant.docx Page
1 of 1
Board Meeting
Agenda Item
MEETING DATE: August 1, 2022
TO: HARNETT COUNTY BOARD OF COMMISSIONERS
SUBJECT: NC Tier II Non-competitive Annual Grant Award
REQUESTED BY: Larry Smith, Emergency Services Director
REQUEST:
Harnett County Emergency Services requests the board approval to accept the funds for the
NC Emergency Management annual Tier II Noncompetitive Grant in the amount of $1,000.
This non-competitive grant is used to host the annual Local Emergency Planning Committee
(LEPC) meeting and provides support materials for the Harnett County LEPC. The LEPC is
a federally mandated program to aid in planning for and tracking of hazardous materials
utilized, manufactured and stored at business facilities located in the county. This grant is
reimbursed at 100% up to the award amount upon submission of final cost report.
FINANCE OFFICER’S RECOMMENDATION:
COUNTY MANAGER’S RECOMMENDATION:
Item 8
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June 30, 2022
Fiscal Year 2022 NC Tier II Noncompetitive Grant
Award Notification
Recipient: Period of performance:
Zach Shean January 1, 2022 to February 28, 2023
Harnett County Project title: LEPC support
1005 Edwards Brothers Drive MOA #: 2270035
Lillington, NC 27546- Award amount: $1,000.00
The North Carolina Department of Public Safety (NCDPS) / NC Emergency Management (NCEM) is
pleased to inform you that your application for the Fiscal Year 2022 NC Tier II Noncompetitive Grant has
been approved for funding. In accordance with the provisions of the Grant, NCEM hereby awards your
organization a grant in the amount shown above to complete the approved project during the designated
period of performance. Indirect costs are not authorized under this award.
Payment of funds: The grant shall be effective upon final approval and execution of the corresponding
Memorandum of Agreement (MOA) by Recipient and NCDPS/NCEM. Grant funds will be disbursed
upon receipt of acceptable documentation submitted by Recipient that funds have been invoiced, products
or services received, and proof of payment is provided. Reimbursements will be made in conjunction
with the timely submission of required reports by Recipient as specified in the MOA.
Conditions: Recipient agrees that funds will only be expended to complete the approved project(s) not to
exceed the funding amount for the project(s) during the designated period of performance. Recipient also
agrees to comply with all terms, conditions and responsibilities specified in the MOA, and to comply with
all applicable federal, state and local laws, rules and regulations in the performance of this grant.
Supplanting: Recipient confirms that these grant funds will not be used to supplant or replace local or
state funds or other resources that would otherwise have been available for emergency management
capacity building activities.
In the box below, list the names and emails authorized as Recipient signatories for the above-referenced
MOA in the preferred order of signature and receipt. Append “cc” to designate copy-only.
Example: John Smith (john.smith@yahoo.com)
Mary Jones (mary.jones@hotmail.com) cc
Sam Brown (s.brown@gmail.com)
DocuSign Envelope ID: E11E2687-B11B-40F8-A16E-45CE4C475A86
Larry Smith (ltsmith@harnett.org)
Kimberly Honeycutt (khoneycutt@harnett.org)
Brent Trout (btrout@harnett.org)
Zach Shean (zshean@harnett.org) CC
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Item 9
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Item 10
Meeting Date: 8/1/2022
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Item 11
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Item 15
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Item 17
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Economic Development
www.harnettedc.org
PO Box 1270
200 Alexander Drive
Lillington, NC 27546
910-893-7524
July 20, 2022
MEMORANDUM
FROM: Christian Lockamy, Director of Economic Development
TO: Harnett County Board of Commissioners
CC: Brent Trout, Harnett County Manager
SUBJECT: Research Triangle Regional Partnership (RTRP) Board Appointments
Staff at the Research Triangle Regional Partnership (RTRP) has reached out in regards to selecting our next board
appointments for Harnett County. RTRP is an economic development organization that represents 13 Counties in Central
North Carolina. Their organization’s primary mission is to market the region to help attract new companies within
various sectors including Advanced Manufacturing, Life Sciences, Agriculture Technology, and Information Technology.
RTRP has a main board and an EDAC (Economic Development Advisory Council). The main board meets twice a year, and
has varied membership that includes Elected Officials, Business Leaders, Chamber of Commerce Directors, and
Institutional Leadership from educational institutions and electric cooperatives. The EDAC meets monthly, and includes
the Economic Development Directors from the 13 Counties.
Harnett County maintains 3 board seats on RTRP that currently includes Angie Stewart on the EDAC, Dr. Lisa Chapman
(CCCC) and Dan Camp (Boon Edam) on the main board. The appointments last one-year, with members needing to be
reappointed, or new members selected, at the beginning of each fiscal year.
I will be prepared to serve on the EDAC to replace Angie Stewart going forward. Dr. Lisa Chapman has expressed a desire
to continue serving on the board, should the Board of Commissioners choose to reappoint her. Dan Camp has relocated
to Boon Edam’s Raleigh office, and will need to be replaced.
After discussing the potential appointments with Ryan Combs, the Executive Director for RTRP, I recommend appointing
Dr. Lisa Chapman to the main board, Economic Development Director Christian Lockamy to the EDAC, and Commissioner
Lew Weatherspoon to the main board, considering his recent appointment to the Harnett County Economic
Development Partnership.
…
Item 18
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NPRAL1:1504894.3
AMENDED AND RESTATED
BYLAWS OF
HARNETT COUNTY ECONOMIC DEVELOPMENT
PARTNERSHIP
Amended and Restated: August ___ 2022
Item 19
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NPRAL1:1504894.3
TABLE OF CONTENTS
Page
ARTICLE I NAME, PURPOSES, AND OFFICE .................................................................................................... 3
SECTION 1 - NAME ..................................................................................................................................... 3
SECTION 2 - GENERAL PURPOSES ........................................................................................................ 3
SECTION 3 - SPECIFIC PURPOSES ......................................................................................................... 3
SECTION 4 - LIMITATIONS...................................................................................................................... 4
A. Legislative and Political Activity .......................................................................................... 4
B. Property .. …………………………………………………………………………………….5
C. Dissolution .............................................................................................................................. 5
D. Limitations in Case of Private Foundation Status .............................................................. 5
SECTION 5 - OFFICE .................................................................................................................................. 6
ARTICLE II NO MEMBERSHIP ............................................................................................................................. 6
ARTICLE III BOARD OF DIRECTORS ................................................................................................................. 7
SECTION 1 - COMPOSITION .................................................................................................................... 7
SECTION 2 - ELECTION AND TERM OF DIRECTORS ...................................................................... 7
SECTION 3 - RESIGNATIONS AND REMOVAL .................................................................................. 8
SECTION 4 - VACANCIES ......................................................................................................................... 8
SECTION 5 - COMPENSATION ................................................................................................................ 9
SECTION 6 - OFFICERS OF THE BOARD OF DIRECTORS............................................................... 9
A. Chair………………………………………………………………………………………….9
B. Vice-Chair............................................................................................................................... 9
SECTION 7 - POWERS RESERVED TO THE BOARD .......................................................................... 9
ARTICLE IV MEETINGS OF DIRECTORS ........................................................................................................ 10
SECTION 1 - PLACE AND TIME OF ANNUAL AND REGULAR MEETINGS ............................... 10
SECTION 2 - ATTENDANCE ................................................................................................................... 11
SECTION 3 - QUORUM, PROCEDURE, VOTING AND MANNER OF ACTION ........................... 11
A. Quorum ... …………………………………………………………………………………...11
B. Procedure .............................................................................................................................. 11
C. Voting .. ……………………………………………………………………………………...11
D. Manner of Action ................................................................................................................. 12
SECTION 4 - CONFLICTS OF INTEREST ............................................................................................ 12
A. Good Faith ............................................................................................................................ 12
B. Conflict Raised by Another Member of the Board ........................................................... 13
C. Disqualified Director ........................................................................................................... 14
D. Notice to New Directors ....................................................................................................... 14
SECTION 5 - INDEMNIFICATION ......................................................................................................... 15
A. Indemnification Under N.C. Gen. Stat., §55A-8-51 .......................................................... 15
B. Indemnification under N.C. Gen. Stat. §55A-8-52 ............................................................ 16
C. Advances Under N.C. Gen. Stat. §55A-8-53 ...................................................................... 16
D. Court-Ordered Indemnification Under N.C. Gen. Stat. §55A-8-54 ................................ 16
E. Determination and Authorization of Indemnification Under N.C. Gen. Stat. ............... 17
§55A-8-55
F. Indemnification of Officers, Employees, and Agents Under N.C. Gen. Stat. §55A-8-56 18
G. Immunity from Civil Liability ............................................................................................. 18
H. Additional Indemnification and Insurance ......................................................................... 18
ARTICLE V COMMITTEES OF THE BOARD OF DIRECTORS .................................................................... 19
SECTION 1 - EXECUTIVE COMMITTEE ............................................................................................. 19
A. Designation ........................................................................................................................... 19
B. Meetings… ............................................................................................................................ 19
C. Authority .............................................................................................................................. 20
D. Membership and Vacancies ................................................................................................ 20
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NPRAL1:1504894.3
E. Minutes… ............................................................................................................................. 20
SECTION 2 - ADVISORY COMMITTEES ............................................................................................. 20
SECTION 3 - STANDING AND SPECIAL COMMITTEES ................................................................. 20
SECTION 4 - GOVERNING PROVISIONS ............................................................................................ 21
ARTICLE VI OFFICERS OF THE PARTNERSHIP ........................................................................................... 21
SECTION 1 - OFFICERS AND ELECTION ........................................................................................... 21
SECTION 2 - PRESIDENT ........................................................................................................................ 21
SECTION 3 - SECRETARY ...................................................................................................................... 22
SECTION 4 - TREASURER.……………………………………………………………………………. 23
SECTION 5 - DUAL OFFICE…………………………………………………………………………….23
SECTION 6 - VACANCIES ....................................................................................................................... 23
SECTION 7 - REMOVAL OF OFFICERS .............................................................................................. 23
SECTION 8 - BONDS ................................................................................................................................. 23
ARTICLE VII CONTRACTS, LOANS, CHECKS, AND DEPOSITS ................................................................ 24
SECTION 1 - CONTRACTS ...................................................................................................................... 24
SECTION 2 - LOANS ................................................................................................................................. 24
SECTION 3 - CHECKS AND DRAFTS .................................................................................................... 24
SECTION 4 - DEPOSITS ........................................................................................................................... 24
SECTION 5 – GIFTS .................................................................................................................................. 25
ARTICLE VIII GENERAL PROVISIONS ............................................................................................................ 25
SECTION 1 - WAIVER OF NOTICE ....................................................................................................... 25
SECTION 2 - SEAL..................................................................................................................................... 25
SECTION 3 - FISCAL YEAR .................................................................................................................... 25
SECTION 4 - AUDITORS .......................................................................................................................... 25
SECTION 5 - PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS ....................... 25
SECTION 6 - AMENDMENTS .................................................................................................................. 26
SECTION 7 - GENDER .............................................................................................................................. 26
ARTICLE IX EXEMPT ACTIVITIES ................................................................................................................... 26
BYLAWS – RULES/CONFLICT OF INTEREST POLICY………………………………………………………i
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3
BYLAWS OF
HARNETT COUNTY ECONOMIC DEVELOPMENT PARTNERSHIP
ARTICLE I
NAME, PURPOSES, AND OFFICE
SECTION 1 - NAME. This corporation shall be known as the Harnett County
Economic Development Partnership (“Partnership”).
SECTION 2 - GENERAL PURPOSES. This Partnership is a nonprofit corporation and
is not organized for the private gain of any person. It is organized under the North Carolina
Nonprofit Corporation Act for charitable, educational, religious and scientific purposes. The
purposes for which this corporation is organized and shall be exclusively operated are charitable,
scientific and educational within the meaning of §501(c)(3) of the Internal Revenue Code of
1986, as amended (“Code”), or the corresponding provision of any subsequent federal tax laws.
Notwithstanding any other provision of these Bylaws, this Partnership shall not, except to
an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in
furtherance of the purposes of this Partnership.
The Partnership is authorized to conduct any transaction by electronic means, in
accordance with North Carolina General Statutes §§55A-1-70 and 66-311 et seq.
SECTION 3 - SPECIFIC PURPOSES. Within the context of the foregoing general
purposes, the specific and primary purposes for which the Partnership is organized and shall be
exclusively operated are as follows:
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A. To serve the public of Harnett County, North Carolina by diversifying
Harnett County’s economy through the attraction of new industries and the expansion of
existing businesses that will bring living-wage jobs and investment to the community;
B. To assist the local municipalities of Angier, Coats, Dunn, Erwin, and
Lillington in fostering economic development to promote opportunity, combat
unemployment, and aid in revitalization efforts;
C. To stimulate, encourage, and promote the economic development of
Harnett County, North Carolina (“County”) by providing services and aid of a nature and
kind calculated to encourage and facilitate the locating, establishing, building, operating,
and maintaining of new, existing, and additional business industries in the County;
D. To encourage, solicit, advertise for and promote the location and operation
of industries and manufacturing establishments within the County, and to act
independently or in conjunction with governmental organizations in the promotion and
development of the economic business welfare of the County;
E. To purchase, take, receive, lease, take by gift, devise or bequest, or
otherwise acquire, own, hold, improve, use and otherwise deal in and with real or
personal property, or any interest therein, wherever situated; and
F. To engage in any and all lawful activities incidental to the foregoing
purposes except as restricted herein.
SECTION 4 - LIMITATIONS.
A. Legislative and Political Activity. No substantial part of the activities of
this Partnership shall consist of carrying on propaganda or otherwise attempting to
influence legislation, and this Partnership shall not participate in or intervene in
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5
(including the publishing or distributing of statements in connection with) any political
campaign on behalf of or in opposition to any candidate for public office.
B. Property. The property, assets, profits, and net income of this Partnership
are dedicated irrevocably to the purposes set forth in Sections 2 and 3 above. No part of
the profits or net earnings of this Partnership shall ever inure to the benefit of any of its
Directors or officers, or to the benefit of any private individual.
C. Dissolution. Upon the dissolution and liquidation of the Partnership, the
Board of Directors (“Board”) shall, after paying or making provisions for the payment of
all liabilities of the Partnership may in its discretion, distribute all or parts of the assets of
the Partnership to organizations which qualify for exemption under Sections 501(c)(3) of
the Internal Revenue Code of 1986 (the “Code”), to the County of Harnett or if the
County declines to accept such assets, to a state or local government agency, for a public
purpose.
Any such assets not so disposed of shall be disposed of by a court of general
jurisdiction in Harnett County exclusively for such purposes for which the Partnership
was organized or to such organization or organizations as said court shall determine.
D. Limitations in Case of Private Foundation Status. At any time during
which this Partnership shall be classified as a “private foundation” as that term is defined
by §509 of the Code or the corresponding provision of any subsequent federal tax laws:
(1) the Partnership shall not engage in any act of self-dealing as
defined in §4941(d) of the Code or the corresponding provision of any subsequent
federal, tax laws;
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(2) the Partnership shall make distributions of such amounts for each
taxable year at such time and in such manner as not to become subject to the tax
imposed by §4942 of the Code or the corresponding provision of any subsequent
federal tax laws;
(3) the Partnership shall not retain any excess business holdings as
defined in §4943(c) of the Code or the corresponding provision of any subsequent
federal tax laws;
(4) the Partnership shall not make any investments in such manner as
to subject it to tax under §4944 of the Code or the corresponding provision of any
subsequent federal tax laws; and
(5) the Partnership shall not make any taxable expenditures as defined
in §4945(d) of the Code or the corresponding provision of any subsequent federal
tax laws.
SECTION 5 - OFFICE. The principal office of the Partnership shall be located at such
place either within or without North Carolina as may be designated by the Board of Directors.
The Partnership also may have offices at such other places as the Board may from time to time
designate.
ARTICLE II
NO MEMBERSHIP
The Partnership shall not have members and shall not have capital stock.
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7
ARTICLE III
BOARD OF DIRECTORS
SECTION 1 - COMPOSITION. The power and authority of the Partnership shall be
vested in its Board of Directors (the “Board”) which shall be composed of not fewer than six (6)
nor more than eleven (11) persons as well as five (5) ex-officio members.
SECTION 2 - ELECTION AND TERM OF DIRECTORS. The Initial Board of
Directors (the “Initial Board”) shall consist of the two (2) Directors from the Harnett County
Commissioners appointed by the Harnett County Board of Commissioners. At the first meeting
of the Partnership, the two Directors from the Board of Commissioners shall appoint up to six (6)
additional Directors to the Initial Board that shall serve staggered terms of one (1), two (2), and
(3) years. After the initial appointments to the Board, the Initial Board may take any other
necessary formation action. At any subsequent meeting of the Partnership, the Board may also
elect additional members in accordance with Sections 1 and 2 of this Article. Membership of the
Board of Directors shall consist of at least the following:
1. Two (2) Harnett County Commissioners;
2. A minimum of four (4) but not more than (9) business leaders who work in Harnett
County;
3. The County Manager for the County of Harnett (or designee) as an ex officio non-voting
member;
4. The Director of Economic Development for the County of Harnett (or designee) as an ex
officio non-voting member;
5. The President of Campbell University (or designee) as an ex officio non-voting member;
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6. The President of Central Carolina Community College (or designee) as an ex-officio non-
voting member;
7. The Superintendent of Harnett County Schools (or designee) as an ex-officio non-voting
member.
Directors from the Harnett County Board of Commissioners shall serve for a term of one
(1) year and may serve unlimited consecutive terms. Following the expiration of the initial terms
of the Initial Directors from the Board of Commissioners and at the expiration of each term
thereafter, the Harnett County Board of Commissioners shall nominate two (2) Commissioners
for consideration to serve as Directors on the Board. The Board shall then vote to accept or reject
the appointment of one or both of the nominees. All other voting Directors shall serve three (3)
year terms and may be elected by the Board to serve up to two (2) consecutive three (3) year
terms. For the Directors of the Initial Board serving a term of less than three (3) years, the initial
term shall not be counted in limiting the members to two (2) consecutive terms.
The Board may appoint other ex-officio members to the Board at its discretion. Ex-
officio members of the Board shall not have voting rights.
SECTION 3 - RESIGNATIONS AND REMOVAL. Any Director may resign from
the Board at any time by giving written notice to the Chair of the Board of Directors of the
Partnership, and unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective. Any Director may be removed, with or without cause, by the
Board.
SECTION 4 - VACANCIES. Any vacancy occurring on the Board by reason of the
resignation, removal, or death of a Director shall be filled by the remaining members. A
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Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
SECTION 5 - COMPENSATION. Directors shall serve without compensation except
that the Directors may, in their discretion and by a majority vote of their number, reimburse any
or all Directors for expenses actually incurred by them in attending meetings or otherwise
carrying out their duties to the Partnership. Nothing herein contained shall be construed to
preclude any Director from serving the Partnership in any other capacity and receiving
compensation therefor.
SECTION 6 - OFFICERS OF THE BOARD.
A. Chair. The Board shall elect from among the business leader Directors a
Chair who shall preside at all meetings of the Board and perform such other duties as
may be directed by the Board. The Chair’s term shall be for one (1) year and that person
may be re-elected for up to two (2) consecutive terms. The Chair preside at all meetings
of the Board and perform such other duties as may be delegated to him by the Board and
these Bylaws.
B. Vice-Chair. The Board shall elect from among the business leader
Directors a Vice-Chair who shall preside at all meetings of the Board when the Chair is
absent. The Vice-Chair’s term shall be for one (1) year, and that person may be re-
elected for up to two (2) consecutive terms.
SECTION 7 - POWERS RESERVED TO THE BOARD.
The Board shall have the sole authority to make the following decisions:
1. The location of the headquarters of the Partnership.
2. The approval and adoption of the Partnership’s annual budget.
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3. The borrowing of any money on behalf of the Partnership.
4. The amendment or repeal of the Bylaws or the adoption of new Bylaws.
5. The amendment or repeal of any resolution of the Board.
6. The dissolution, merger, or consolidation of the Partnership.
7. The amendment of the Articles of Incorporation.
8. The sale, lease, or exchange of all or substantially all of the property of the
Partnership.
9. To contract for services to be provided to the Partnership.
10. To decide what projects or endeavors will be undertaken by the
Partnership.
11. All other activities permitted for a nonprofit corporation.
ARTICLE IV
MEETINGS OF DIRECTORS
SECTION 1 - PLACE AND TIME OF ANNUAL AND REGULAR MEETINGS.
The Board shall hold not less than one (1) meeting per year at a designated time and place as
determined by the Board at its first meeting. The Annual Meeting of the Board shall be held at
such date and time as may be determined on an annual basis by the Board and stated in the notice
of such Directors’ meeting. The annual meeting of Directors shall be held for the purpose of
electing Directors of the Partnership and for such other purposes as may be included in the notice
of such meeting or required by law. Special meetings of the Board may be held at the call of the
Chair, or, in his absence, the Vice-Chair or at the call of any two (2) Directors. Regular meetings
may be held without notice. Special meetings of the Board shall be held upon notice sent by any
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11
usual means of communication not less than forty-eight (48) hours before the meeting. All
meetings of the Board shall be governed by Robert’s Rules of Order, as revised.
SECTION 2 - ATTENDANCE. Directors shall strive to attend all meetings. However,
should a Director miss two consecutive meetings without reasonable excuse, his office or chair
may be declared vacant by a majority vote of the Board and the Board shall appoint a person to
fill the vacancy. Directors shall be required to notify the Chair, Vice-Chair, or President of the
Partnership of their inability to attend a lawfully scheduled meeting not less than twenty-four
(24) hours prior to the start of the meeting unless the Director is unable to provide such notice
due to illness or emergency.
SECTION 3 - QUORUM, PROCEDURE, VOTING AND MANNER OF ACTION.
A. Quorum. A quorum of the Board for the transaction of business shall
consist of a majority of the voting Directors then in office.
B. Procedure. At all meetings of the Board, the Chair, or in his absence, the
Vice-Chair, or in his absence, a presiding officer chosen at the meeting, shall preside over
the transaction of business. The Chair of the Board, or his designee, shall act as secretary
and the Chair of the Board or his designee shall prepare records of all meetings of the
Board and maintain the same in the Partnership’s principal office.
C. Voting. Each Director entitled to vote and present for the meeting is
entitled to one (1) vote on any matter before the Board. A Director who is present at a
meeting of the Board at which action on any matter is taken shall be presumed to have
assented to the action taken unless the Director’s contrary vote is recorded or dissent is
otherwise entered in the minutes of the meeting, or unless the Director files a written
dissent to such action with the Chair of the Board or person acting as the secretary of the
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meeting before the adjournment thereof, or forwards such dissent by certified mail, return
receipt requested, to the Chair of the Board by the second business day after the
adjournment of the meeting. Such right to dissent shall not apply to a Director who voted
in favor of such action. Directors may vote by proxy, but such proxy shall be in writing,
addressed to the Director whom shall vote the proxy, and shall set forth the scope and
extent of the proxy. Proxies may be counted in the number of Directors present for the
purpose of establishing a quorum. Proxies do not constitute attendance by the Director
issuing the proxy for purposes of Attendance of Directors set forth in Section 2 above.
D. Manner of Action. Unless otherwise required by law, the Articles of
Incorporation, or these Bylaws, the act of a majority of the Directors present and voting
at a meeting at which a quorum is present shall be the act of the Board. Any action
required or permitted to be taken by the Board under any provision of law, the Articles of
Incorporation, or these Bylaws may be taken without a meeting if written consent to the
action in question is signed by all of the Directors and filed with the minutes of the
proceedings of the Board, whether done before or after the actions so taken. Such action
by written consent shall have the same force and effect as a unanimous vote of the
Directors.
SECTION 4 - CONFLICTS OF INTEREST.
A. Good Faith. Directors of the Partnership shall exercise good faith in all
transactions touching upon their duties to the Partnership and its property. In their
dealings with and on behalf of the Partnership, Directors are held to a strict rule of honest
dealing. The provisions regarding conflicts of interest set out herein may be
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13
supplemented by a Conflict of Interest Policy duly adopted by the Board, which is
attached hereto as “Bylaws – Rider 1”.
B. Conflict Raised by Another Member of the Board. Each Director, before
taking their position, shall disclose in writing to the Chair a list of all businesses or other
organizations of which he is an officer, Director, shareholder, member, owner or
employee, or for which he acts as an agent and with which the Partnership has or might
reasonably in the future enter into a relationship or a transaction in which the Director
would have conflicting interests.
If any matter should come before the Board or any of its committees in such a
way to give rise to a conflict of interest, the affected Director shall make known to the
Board the potential conflict and shall answer any questions that might be asked him. The
Board shall determine whether or not a conflict exists. If the Board determines that a
conflict does exist, the affected Director shall be excluded from voting.
Any Director may raise an issue as to whether or not another Director has a
conflict of interest with respect to any matter coming before the Board. In such case, the
Board shall decide whether or not a conflict exists. If the Board determines that a
conflict does exist, the affected Director shall be excluded from voting.
The affected Director shall be counted in determining the quorum for the meeting
except as provided herein. If the material facts of a transaction and the Director’s interest
were disclosed or known to the Board or a committee of the Board and the Board or
committee authorized, approved or ratified the transaction, a quorum is present if a
majority of the Directors who have no direct or indirect interest in the transaction voted
to authorize, approve, or ratify the transaction. A majority of votes, whether or not
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present, that are entitled to be cast in a vote on a transaction where the material facts of
the transaction and the Director’s interest were disclosed or known to the members of the
Board entitled to vote constitutes a quorum; the members entitled to vote on such a
transaction shall include all Directors except (i) those Directors with a direct or indirect
interest in the transaction and (ii) those Directors who have a material financial interest in
another entity or are the general partners of another entity which is a party to the
transaction. The minutes of the meeting shall reflect the existence of the conflict, the
abstention from voting, and the quorum situation.
Any Director may raise an issue as to whether another Director’s circumstances or
situation renders his service on the Board in conflict with the best interests of the
Partnership. In any such case, the Board shall determine if such a conflict exists, and
what action, if any, should be taken.
C. Disqualified Director. The foregoing section shall not be construed as
preventing a Director from briefly stating his position to the Board concerning the
manner in which he has a possible conflict of interest or from answering pertinent
questions of other Directors concerning the matter because his knowledge may be of
assistance to the Board.
D. Notice to New Directors. The Chair of the Board shall advise each new
Director of this conflicts of interest policy promptly after the new Director assumes the
duties of his office.
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15
SECTION 5 - INDEMNIFICATION.
A. Indemnification Under N.C. Gen. Stat. §55A-8-51.
(1) Except as provided in subparagraph (4) of this Section 5.A, the
Partnership shall indemnify an individual made a party to a proceeding because
the individual is or was a Director against liability incurred in the proceeding if
the individual (a) conducted himself in good faith; (b) reasonably believed (i) in
the case of conduct in his official capacity with the Partnership, that his conduct
was in its best interests, and (ii) in all other cases, that his conduct was at least not
opposed to the Partnership’s best interests; and (c) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.
(2) A Director’s conduct with respect to an employee benefit plan for
a purpose the Director reasonably believed to be in the interests of the participants
in and beneficiaries of the plan is conduct that satisfies the requirement of
subparagraph (1) above.
(3) The termination of a proceeding by judgment, order, settlement,
conviction or upon a plea of no contest or its equivalent is not of itself
determinative that the Director did not meet the standard of conduct set forth in
subparagraph (1) above.
(4) The Partnership shall not indemnify a Director in connection with
the proceeding by or in right of the Partnership in which the Director is adjudged
liable to the Partnership or in connection with any other proceeding charging
improper personal benefit to the Director, whether or not involving action in his
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16
official capacity, in which the Director was adjudged liable on the basis that
personal benefit was improperly received by the Director.
(5) Indemnification hereunder in connection with a proceeding by or
in the right of the Partnership that is concluded without a final adjudication on the
issue of liability is limited to reasonable expenses incurred in connection with the
proceeding.
(6) The authorization, approval or favorable recommendation by the
Board of indemnification as authorized hereunder shall not be deemed an act or
corporate transaction in which a Director has a conflict of interest and no such
indemnification shall be void or voidable on such ground.
B. Indemnification under N.C. Gen. Stat. §55A-8-52. The Partnership shall
indemnify a Director who is wholly successful on the merits or otherwise in the defense
of any proceeding to which the Director was a party because he is or was a Director of
the Partnership, against reasonable expenses actually incurred by the Director in
connection with the proceeding.
C. Advances Under N.C. Gen. Stat. §55A-8-53. Expenses incurred by a
Director in defending a proceeding shall be paid by the Partnership in advance of the
final disposition of the proceeding upon receipt of an agreement by or on behalf of the
Director to repay such amount unless it is ultimately determined that the Director is
entitled to be indemnified by the Partnership against such expenses.
D. Court-Ordered Indemnification Under N.C. Gen. Stat. §55A-8-54. A
Director of the Partnership who is a party to a proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent jurisdiction. The
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court may order indemnification if it determines that (i) the Director is entitled to
mandatory indemnification under N.C. Gen. Stat. §55A-8-52, in which case the
Partnership shall also pay the Director’s reasonable expenses incurred to obtain court-
ordered indemnification, or (ii) the Director is fairly and reasonably entitled to
indemnification in whole or in part in view of all the relevant circumstances, whether or
not the Director met the standard of conduct set forth in N.C. Gen. Stat. §55A-8-51 or
was adjudged liable as described in N.C. Gen. Stat. §55A-8-51(d), but if the Director is
adjudged so liable, such indemnification is limited to reasonable expenses incurred.
E. Determination and Authorization of Indemnification Under N.C. Gen.
Stat. §55A-8-55.
(1) The Partnership shall not indemnify a Director under N.C. Gen.
Stat. §55A-8-51 unless authorized in the specific case after a determination has
been made that indemnification of the Director is permissible in the circumstances
because the Director met the standard of conduct set forth in N.C. Gen. Stat.
§55A-8-51. The determination shall be made by the Board by a majority vote of a
quorum consisting of Directors not at the time parties to the proceeding. If such a
quorum cannot be obtained, such determination thereupon shall be made by a
majority vote of a committee duly designated by the Board (in which designation
Directors who are parties may participate), consisting solely of two (2) or more
Directors not at the time parties to the proceeding. If the foregoing two (2)
methods of determination cannot be made, then such determination shall be made
by special legal counsel selected by the Board or a committee in the manner
prescribed herein, or if a quorum of the Board cannot be obtained and a
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committee cannot be designated, then selected by a majority vote of the full Board
in which selection Directors who are parties may participate.
(2) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the determination
is made by special legal counsel, authorization of indemnification and evaluation
as to reasonableness of expenses shall be made by those entitled to select counsel
hereunder.
F. Indemnification of Officers, Employees, and Agents Under N.C. Gen.
Stat. §55A-8-56. An officer, employee, or agent of the Partnership is entitled to
indemnification under this subsection to the same extent as a Director. The Partnership
shall advance expenses to an officer, employee, or agent of the Partnership to the same
extent as to a Director.
G. Immunity from Civil Liability. Directors and officers of the Partnership
shall be immune from civil liability for monetary damages arising out of their service as
such to the fullest extent authorized by law, including but not limited to that immunity
authorized by N.C. Gen. Stat. §§1-539.10, 55A-2-02(b)(4), and 55A-8-60, or any
successor provisions of law.
H. Additional Indemnification and Insurance
(1) In addition to the indemnification provided for in this Article IV, Sections
5(A) through 5(G) hereof, the Partnership shall indemnify its Directors, officers and
employees against liability and expenses in any proceeding, including without limitation
a proceeding brought by or on behalf of the Partnership itself, arising out of their status as
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such or their activities in any of the foregoing capacities. The Partnership shall also
indemnify any person who at the request of the Partnership is or was serving as a
Director, officer, trustee, or employee of another corporation, partnership, joint venture,
trust or other enterprise or as a trustee or administrator of an employee benefit plan.
(2) The Partnership may purchase and maintain insurance on behalf of an
individual who is or was a Director, officer or employee of the Partnership or who, while
a Director, officer or employee of the Partnership, is or was serving at the request of the
Partnership as a Director, officer, trustee or employee of another corporation, joint
venture, trust, employee benefit plan or other enterprise, against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as a Director,
officer or employee, whether or not the Partnership would have authority to indemnify
him or her against the same liability under any provision of law.
ARTICLE V
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1 - EXECUTIVE COMMITTEE.
A. Designation. There may be an Executive Committee if authorized by
resolution of the Board. The members of the Executive Committee shall at all times
include the Chair and Vice-Chair of the Board of the Partnership. Remaining members
shall be appointed by the Chair of the Board, subject to approval of the majority of all
Directors then in office.
B. Meetings. The Executive Committee may meet at stated times or upon
written notice to all members of the Executive Committee.
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C. Authority. During intervals between meetings of the Board, and except as
limited by resolution of the Board or by law, the Executive Committee shall and may
exercise all of the authority of the Board in the management of the Partnership.
D. Vacancies. Vacancies in the membership of the Executive Committee
may but need not be filled by the Board at any regular meeting or at a special meeting
called for that purpose. The membership of the Executive Committee may be changed or
the Executive Committee may be dissolved by the Board at any annual meeting or by a
special meeting called for that purpose.
E. Minutes. The Executive Committee shall keep regular minutes of its
proceedings and shall report the same to the Board when requested.
SECTION 2 - ADVISORY COMMITTEES. The Board may create advisory
committees from time to time. The advisory committees shall be appointed by the Chair of the
Board and approved by a majority of all Directors in office. The advisory committee shall
include one (1) or more Directors. Advisory committees shall not exercise the authority of the
Board and shall serve only in an advisory capacity.
SECTION 3 - STANDING AND SPECIAL COMMITTEES. The Board may
authorize such standing and special committees as are necessary and proper to carry on the
affairs of the Partnership. The resolution of creation must designate the authority of the Board
that the committee may exercise, as well as any limitations thereon, and the functions that the
committee shall discharge. Members of such standing committees, as may be authorized, shall
be appointed by the Chair of the Board and approved by a majority of all the Directors in office.
Only Directors of the Partnership may serve as voting members or the Chair of such special or
standing committees, as may be authorized. The Board may also partner with other organizations
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to serve in an advisory capacity as deemed necessary and proper to carry on the affairs of the
Partnership. Such a partnership shall be approved by a majority of the Directors and shall be
memorialized by a Memorandum of Understanding.
SECTION 4 - GOVERNING PROVISIONS. Meetings, action without meeting, notice
and waiver of notice, and quorum and voting requirements of the Board apply to committees, as
well as the members of those committees.
ARTICLE VI
OFFICERS OF THE PARTNERSHIP
SECTION 1 - OFFICERS AND ELECTION. The Board may but is not obligated to
elect by majority vote a President and a Secretary for the term of one (1) year or until their
successors have been appointed, each of whom shall take office after the close of the Annual
Meeting of the Board at which he is elected as such. Any two or more offices may be held by the
same person, except that no officers may act in more than one capacity where action of two or
more officers is required. The Board may elect such additional officers and assign to such
officer(s) such duties or responsibilities as the Board may deem necessary or appropriate.
Officers shall be eligible to serve unlimited terms of one (1) year each. Officers may delegate
and supervise the performance of their duties as necessary; provided, however, that the
delegation and supervision of an officer’s duties will not alter the officer’s obligation to
discharge his duties in good faith, with the care of a reasonably prudent person in a like position
under similar circumstances, and in a manner the officer reasonably believes to be in the best
interests of the Partnership.
SECTION 2 - PRESIDENT. The Board shall appoint as President of the Partnership
the Harnett County Economic Development Director, who shall have the duties described herein.
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The President shall be the chief executive officer of the Partnership and, subject to the
instructions of the Board, shall have general control and supervision of the business, affairs, and
property of the Partnership and control over its other officers, agents, and employees. The
President shall serve as a non-voting, ex officio member of the Board, Executive Committee, and
all other committees. The President shall be the official spokesperson of the Partnership, shall
cause to be prepared official correspondence, notices, agendas, ad minutes of meetings of the
Board, Executive Committee, and all other committees.. The President shall have the powers and
duties generally vested in the office of president of a corporation and shall have such other
powers and duties as from time to time may be assigned by the Board or the Chair of the Board.
The President will have the authority to approve all disbursements and expenditures in
accordance with the approved budget. In addition, the President shall carry out the following
duties until such time as a Treasurer is elected: (a) have charge and custody of and be responsible
for all funds and securities of the Partnership; receive and give receipts for moneys due and
payable to the Partnership from any source whatsoever, and deposit all such moneys in the name
of the Partnership in such depositories as shall be selected by the Board; (b) maintain appropriate
accounting records as required by law; (c) prepare, or cause to be prepared, annual financial
statements of the Partnership that include a balance sheet as of the end of the fiscal year and an
income and cash flow statement for that year; and (d) in general perform all of the duties incident
to the office of the Treasurer and such other duties as from time to time may be prescribed by the
Board.
SECTION 3 - SECRETARY. If the Board decides to appoint a Secretary, the Secretary
shall have the duties described herein. The Secretary or his designee shall have custody of the
business records of the Partnership, including the minutes and organizational documents of the
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23
Partnership, and shall maintain the same in accordance with the standards established by the
Board. The Secretary may sign with the Chair of the Board, in the name of the Board, all
contracts, agreements, and other obligations authorized to be executed by the Board. The
Secretary shall keep an accurate list of the members of the Board and, in general, shall perform
all such acts as may be prescribed by the Board and as are usually incident to the office of
Secretary. Assistant Secretaries may be elected by the Board as the Board deems appropriately
necessary to assist the Secretary or to assume the duties of the Secretary in the Secretary’s
absence.
SECTION 4 – TREASURER. The Treasurer shall be responsible for maintaining all of
the financial records of the Partnership, and providing at each Board meeting the financial
statements of the Partnership. The Treasurer shall be responsible for obtaining annual audits of
the financial records of the Partnership and providing to the Board of Directors the results of
those audits. The Treasurer shall assure the timely filing of all required tax returns and reports.
SECTION 5 – DUAL OFFICE. No person may hold more than one (1) office; however,
if the Board decides to appoint a Secretary in accordance with Section 3 above, the Board may
appoint a single individual to serve as the Secretary and the Treasurer of the Partnership.
SECTION 6 - VACANCIES. Vacant offices shall be filled by the act of a majority of
Directors present at a meeting of the Board at which a quorum is present.
SECTION 7 - REMOVAL OF OFFICERS. Any officer or agent elected or appointed
by the Board may be removed by majority vote of the Board when, in the Board’s judgment, the
best interests of the Partnership will be served thereby.
SECTION 8 - BONDS. The Board may, by resolution, require any officer, agent, or
employee of the Partnership to give bond to the Partnership, with sufficient sureties, conditioned
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on the faithful performance of the duties of his respective office or position and to comply with
such other conditions as may from time to time be required by the Board. The premiums for all
such bonds shall be paid by the Partnership.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1 - CONTRACTS. The Board may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the Partnership and such authority may be general or confined to specific instances.
SECTION 2 - LOANS. No loans shall be contracted on behalf of the Partnership and no
evidences of indebtedness shall be issued in its name unless authorized by a resolution of the
Board. Such authority may be general or confined to specific instances.
SECTION 3 - CHECKS AND DRAFTS. All checks, drafts, or other orders for the
payment of money issued in the name of the Partnership shall be signed by such officer or
officers, agent or agents, of the Partnership and in such manner as shall from time to time be
determined by resolution of the Board. The appropriate officer or officers shall have authority to
issue checks of the Partnership so long as the amount thereof and the purpose therefor has been
previously authorized in a budget approved by the Board.
SECTION 4 - DEPOSITS. All funds of the Partnership not otherwise employed shall
be deposited from time to time to the credit of the Partnership in such depositories as the Board
may select.
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SECTION 5 – GIFTS. The Board may accept on behalf of the Partnership any
contribution, gift, bequest or devise for the general purposes or for any special purpose of the
Partnership.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1 - WAIVER OF NOTICE. Whenever any notice is required to be given to
any Director or other person under the provisions of these Bylaws, the Articles of Incorporation,
or by applicable law, a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time such notice is due, shall be equivalent to the giving of
such notice.
SECTION 2 - SEAL. The seal of the Partnership shall be in such form as shall be
approved from time to time by the Board.
SECTION 3 - FISCAL YEAR. The fiscal year of the Partnership shall be the fiscal
year established by resolution of the Board.
SECTION 4 - AUDITORS. The Board may, in its discretion, employ a certified public
accountant to (i) audit the books of the Partnership for each fiscal year of the Partnership and at
such other time or times and for such periods as the Board may deem advisable, and (ii) furnish
certified reports on such audits.
SECTION 5 - PROHIBITION AGAINST SHARING IN CORPORATE
EARNINGS. No officer, Director or employee of, or member of a committee of, or person
connected with the Partnership, or any other private individual shall receive at any time any of
the net earnings or pecuniary profits from the operations of the Partnership, provided that this
shall not prevent the payment to any such person of such reasonable compensation for services
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rendered to or for the Partnership in effecting any of its purposes as shall be fixed by the Board.
No such person or persons shall be entitled to share in the distribution of any of the corporate
assets upon the dissolution of the Partnership. All Directors and officers of the Partnership shall
be deemed to have expressly consented and agreed that upon such dissolution or winding up of
the affairs of the Partnership, whether voluntary or involuntary, the assets of the Partnership,
after all debts have been satisfied, then remaining in the hands of the Board shall be distributed
in such amounts as the Board may determine, or as may be determined by a court of competent
jurisdiction upon application of the Board, in the manner set forth in the Articles of Incorporation
and these Bylaws.
SECTION 6 - AMENDMENTS. These Bylaws may be amended or repealed and new
bylaws may be adopted by the affirmative vote of three-fourths (3/4) of the voting Directors then
in office at any regular or special meeting of the Board, provided that (i) prior written notice has
been given to all members of the Board not less than seven (7) or more than thirty (30) days in
advance of the meeting; and (ii) no such action shall change the purposes of the Partnership so as
to impair it’s rights and powers under the laws of the State of North Carolina.
SECTION 7 - GENDER. Throughout these Bylaws, whenever the context requires or
permits, the masculine gender shall be deemed to include the feminine, the neutral gender shall
be deemed to include the masculine and the feminine, and the singular shall be deemed to
include the plural and vice versa.
ARTICLE IX
EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bylaws, no Director, officer, employee, or
other representative of this Partnership shall take any action or carry on any activity by or on
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behalf of the Partnership not permitted to be taken by either (i) an organization exempt under
§501(c)(3) of the Code and the regulations thereunder, as they now exist or as they may hereafter
be amended, or (ii) an organization, contributions to which are deductible under §170(c)(2) of
the Code and the regulations thereunder, as they now exist or as they may hereafter be amended.
These Bylaws were duly amended by the Board of Directors of the Harnett County
Economic Development Partnership on the ____ day of August, 2022.
__________________________
Mike Jones, Secretary
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Bylaws - Rider 1
CONFLICT OF INTEREST POLICY
Article I
Purpose
The purpose of the conflict of interest policy is to protect the Partnership’s interest when it is
contemplating entering into a transaction or arrangement that might benefit the private interest of
an officer or director of the Partnership or might result in a possible excess benefit transaction.
This policy is intended to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
1. Interested Person. Any director, principal officer, or member of a committee
with governing board delegated powers, who has a direct or indirect financial interest, as defined
below, is an interested person.
2. Financial Interest. A person has a financial interest if the person has, directly or
indirectly, through business, investment, or family:
(a) An ownership or investment interest in any entity with which the Partnership has
a transaction or arrangement;
(b) A compensation arrangement with the Partnership or with any entity or individual
with which the Partnership has a transaction or arrangement; or
(c) A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which the Partnership is negotiating a
transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person
who has a financial interest may have a conflict of interest only if the appropriate governing
board or committee decides that a conflict of interest exists.
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Article III
Procedures
1. Duty to Disclose. In connection with any actual or possible conflict of interest,
an interested person must disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the directors and members of committees with
governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists. After disclosure of the
financial interest and all material facts, and after any discussion with the interested person,
he/she shall leave the governing board or committee meeting while the determination of a
conflict of interest is discussed and voted upon. The remaining board of committee members
shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
(a) An interested person may make a presentation at the governing board or
committee meeting, but after the presentation, he/she shall leave the meeting
during the discussion of, and the vote on, the transaction or arrangement involving
the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint
a disinterested person or committee to investigate alternatives to the proposed
transaction or arrangement.
(c) After exercising due diligence, the governing board or committee shall determine
whether the Partnership can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a
conflict of interest.
(d) If more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board of
committee shall determine by a majority vote of the disinterested directors
whether the transaction or arrangement is in the Partnership’s best interest, for its
own benefit, and whether it is fair and reasonable. In conformity with the above
determination it shall make its decision as to whether to enter into the transaction
or arrangement.
4. Violations of the Conflicts of Interest Policy
(a) If the governing board or committee has reasonable cause to believe a member
has failed to disclose actual or possible conflicts of interest, it shall inform the
member of the basis for such belief and afford the member an opportunity to
explain the alleged failure to disclose.
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(b) If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it shall
take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall
contain:
1. The names of the persons who disclosed or otherwise were found to have a
financial interest in connection with an actual or possible conflict of interest, the nature of the
financial interest, any action taken to determine whether a conflict of interest was present, and
the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to
the transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
pleadings.
Article V
Compensation
1. A voting member of the governing board who receives compensation, directly or
indirectly, from the Partnership for services is precluded from voting on matters pertaining to
that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from the Partnership for services
is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or indirectly, from the
Partnership, either individually or collectively, is prohibited from providing information to any
committee regarding compensation.
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Article VI
Annual Statements
Each director, principal officer and member of a committee with governing board delegated
powers shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflict of interest policy; (b) Has read and understands the policy; (c) Has agreed to comply with the policy; and
(d) Understands the Partnership is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of
its tax-exempt purposes.
Article VII
Periodic Reviews
To ensure the Partnership operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
1. Whether compensation arrangements and benefits are reasonable, based on
competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures and arrangements with management
corporations conform to the Partnership’s written policies, are properly recorded, reflect
reasonable investment or payments for goods and services, further charitable purposes and do not
result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Partnership may, but
need not, use outside advisors. If outside experts are used, their use shall not relieve the
governing board of its responsibility for ensuring periodic reviews are conducted.
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