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Home My WebLink AboutSP200700027 Correspondence 2007-05-31 Page 1 of 1 Ana Kilmer From: Ana Kilmer Sent: Thursday, May 31, 2007 9:57 AM To: Mark Lieberth (mark@lpda.net) Subject: SP-2007-027 Emmanuel Episcopal Church Attachments: county attorney guidelines authorized signatories.pdf Attached are the County Attorney Guidelines for signatures. Please confirm receipt of this e-mail. Thank you Ana Kilmer County of Albemarle Community Development Department Zoning and Current Development 401 McIntire Road, Rm 227 Charlottesville, VA 22902 434-296-5832 ext. 3277 akilmer@albemarle.org 5/31/2007 t COUNTY OF ALBEMARLE -- - �,V:�`[e '��v.�3aaw'erCte� .`4.-.li V -�.V 1--..; MEMORANDUM TO: Amelia McCulley, Zoning Administrator Wayne Cilimberg, Director of Planning and Community Development FROM: Greg Kamptner, Assistant County Attorney - DATE: March 11,2002 RE: Land use applications and proffers; entities; authorized signatories This guidance delineates those persons authorized to sign land use applications and proffers on behalf of corporations, partnerships, religious organizations, trusts, and other unincorporated bodies, societies, benevolent associations and organizations. We have focused on the most common entities and relationships your departments will encounter and ask that you contact us if you are faced with an entity that is not addressed here. 1 This guidance also identifies the supporting documentation an applicant should submit to demonstrate the authority of the person signing an application or proffer. 1. Corporations A. Stock corporations Authorized signatories- (1) the board of directors: (2) any person in the corporation expressly authorized by the board of directors to complete prescribed acts on behalf of the corporation(Virginia Code § 13.1-673); (3)a committee of the board of directors (Virginia Code § 13.1-689); or, (4) a corporate officer as provided in the by-laws or in a resolution of the board of directors (Virginia Code § 13.1-694). Supporting documentation: (1) for a board of directors, the articles of incorporation or a shareholders agreement may limit the board's statutory authority (Virginia Code § 13.1- 673); (2) for a person expressly authorized by the board of directors, written evidence of that authorization, such as a board resolution or board minutes; (3) for a committee, an action of the board of directors authorizing the committee to act; the articles of incorporation or the by-laws may limit the statutory authority (Virginia Code § 13.1- Page 2 Sipacures March 11,2002 689); (4) for a corporate officer,the by-laws or the delegating resolution of the board of directors (Virginia Code § 13.1-694). B. l•onctnck coroorations Authorized signatories: (1) the board of directors; (2) any person in the corporation expressly authorized by the board of directors to complete prescribed boardact s of die h on of the corporation(Virginia Code § 13.1-853); (3) a committee (Virginia Code § 13.1-869); or,(4) a corporate officer as provided in the by-laws or in.a resolution of the board of directors (Virginia Code § 13.1-872). of directors, the articles of d Supporting documentation: (1) for a boar agreement, may limit by-laws, the latter of which may include a member or director the board's statutory authority(Virginia Code §§ 13.1-852.1, 13.1-853); (2) for a person expressly authorized by the board of duece5 rs,written a committee, an�act o of the board at authorization such as a board resolution or board minut , ( ) of directors authorizing the committee to act; the articles of incorporation or the by-laws may limit the statutory authority (Virginia Code § 13.1-869); (4) for a corporate officer, the by-laws or the delegating resolution of the board of directors (Virginia Code § 13.1- 872). C. Limited liability companies ("LLCs" 1 I Authorized signatories: (1) if the LLC islnot a manager-managed LLC, any member; (2) if the LLLC is a manager-managed LLC; the manager or any member unless the articles of organization limit the members' authority (Virginia Code § 13.1-1021.1(A)). Supporting documentation: articles of organization(Virginia Code § I3.1-1021.1(A)). 2. partnerships A. PaPartn_____rs °s Authorized signatories: (1) if the land is ms held in the name of the partnership, by any Partner; '• (2) if the land is held in the nae of a partner, but the instrument transferring to as a partner or the existence of a partnership, the partner indicates the partner's capacity the partner in whose name the property is but without identifying the partnership,by held; (3) if the land is held in the name of a person(who is a partner) but the instrument transferring to the person does not indicate the person's capacity as a partner or thee(Vinia existence of a partnership,by the person in whose name the property is { Code § 50-73.92). Supporting documentation: statement of partnership authority, which may limit the authority of one or more partners(Virginia Code § 50-73.93). 1 } Signatures March 11,2002 B. Limited partnerships Authorized signatories: any general partner(Virginia Code § 50-73.29). Supporting documentation: partnership agreement,which may limit the authority of one or more general partners (Virginia Code §;50-73.29). 3. Religious organizations A. Churches. religious congrezations,or religious societies Authorized signatories: (1) all trustees who hold title to the property (Virginia Code §§ 57-8 and 57-15); or(2) a bishop, Minister or ecclesiastical officer(Virginia Code § 57-16). Supporting documentation: (1) for trustees, an authorising court order(Virginia Code § 57-15); (2) for a bishop, minister or ecclesiastical officer, the laws, rules or ecclesiastical polity of the entity that authorizes the person to hold, improve, mortgage, sell and convey the property (Virginia Code § 57-16). B. Comment:The terms describing the variius types of entities (churches, religious congregations, and religious societies) are not defined by statute. The Virginia Supreme Court has said that Virginia Code §§ 57-7.1 through 57-17 encompass property held for the benefit of a local congregation, as opposed to property held by a larger hierarchical body. Norfolk Presbytery v. Bollinger,214 Va. 500 (1974). 4. Trusts and other relationships A. Land trusts (a trust relating to real estatel' Authorized signatory: all trustees who hoild title to the property (Virginia Code § 55- 17.1). Supporting documentation: deed of convieyance to the trustees; trust instrument(Virginia Code § 55-17.1). B. Land held under the Virginia Uniform Transfers to Minors Act Authorized signatory: the custodian(Virginia Code § 31-49). Supporting documentation: instrument e dencing the transfer to the custodian under the Virginia Uniform Transfers to Minors Act(Virginia Code § 31-46). { I � Page 4 • Signatures March i 1,2002 5. Unincorporated bodies or societies, benevolent associations, and others ' A. Unincorporated bodies or societies who acquire land for charitable ouos es Authorized signatories: all trustees who'hold title to the property (VirginiaCode § 18, which incorporates Virginia Code §§ 57-8 and 57-15 by reference). Supporting documentation: authorizing court order(Virginia Code § 57-I8). B. Benevolent associations (such as armed forces veterans associations. Freemasons. Odd Fellows and other fraternal or anizatio Authorized signatories: all trustees who hold title to the property (Virginia Code § 57- 19,which incorporates Virginia Code §§ 57-8 and 57-15 by reference). Supporting documentation: authorizing court order(Virginia Code § 57-19). C. Other as ociations or organizations it Authorized signatories: authorized Officers or members. Supporting documentation: the association's or organi7ntion's articles of association constitution and by-laws. ii I hope that this guidance facilitates the processing of applications. If you have any questions, please contact me.