HomeMy WebLinkAboutSP200700027 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 -- -
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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.
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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-
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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).
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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).
{
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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.