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HomeMy WebLinkAbout01/21/04 - 06/20/23STOCKHOLDERS' MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 21, 2004 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor Ralph K. Smith at 1:40 p.m., on Monday, June 21, 2004, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: M. Rupert Cutler, Beverly T. Fitzpatrick, Jr., C. Nelson Harris, Linda F. Wyatt and Mayor Ralph K. Smith------------ ------- -- ----------- ---- ---- -- _...._ --- ---------- ----5. ABSENT: Council Members William D. Bestpitch and Alfred T. Dowe, Jr. -2. Also present were Darlene L. Burcham, Vice - President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William Holdren, Assistant General Manager, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 16, 2003. Without objection by Council, the Mayor advised that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 16, 2003, would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. 1 The Mayor advised that the purpose of the meeting was to entertain nominations for the election of seven Directors of the Greater Roanoke Transit Company for terms of one year each, commencing from the date of their election and until their successors have been duly elected and shall have duly qualified; whereupon, the he opened the floor for nominations. Council Member Cutler placed in nomination the names of M. Rupert Cutler, Alfred T. Dowe, Jr., Beverly T. Fitzpatrick, Jr., Sherman P. Lea, Brian J. Wishneff and Mayor C. Nelson Harris. There being no further nominations, Messrs. Cutler, Dowe, Fitzpatrick, Lea, Wishneff and Mayor Harris were elected as Directors of the Greater Roanoke Transit Company for terms of one year each, commencing from the date of their election and until their successors have been duly elected and shall have duly qualified, by the following vote: FOR MESSRS. CUTLER, DOWE, FITZPATRICK, LEA, WISHNEFF AND MAYOR HARRIS: Council Members Cutler, Fitzpatrick, Harris, Wyatt and Mayor Smith 5. (Council Members Bestpitch and Dowe were absent.) There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:35 p.m. APPRO ATTEST: *A.,, 9. P4-� Rai K. Smith Mary F. Parker M yor City Clerk 2 STOCKHOLDERS' MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 20, 2005 The Annual Meeting of. the Stockholders of the Greater Roanoke Transit Company was called to order by Vice -Mayor Beverly T. Fitzpatrick, Jr., at 1:30 p.m., on Monday, June 20, 2005, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Vice -Mayor and Members of City Council, i.e.: M. Rupert Cutler, Sherman P. Lea, Brenda L. McDaniel, Brian J. Wishneff and Vice -Mayor Beverly T. Fitzpatrick, Jr --------------- ------------------------------------------------------------------ ----5. ABSENT: Council Member Alfred T. Dowe, Jr., and Mayor C. Nelson Harris ---2. Also present were Darlene L. Burcham, Vice - President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; David A. Morgan, General Manager, Valley Metro; and William Holdren, Assistant General Manager, Valley Metro. The Vice -Mayor declared the existence of a quorum and inquired as to the wishes of the .Stockholders in reference to the minutes of the meeting which was held on Monday, June 21, 2004. Without objection by Council, the Vice -Mayor advised that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 21, 2004, would be approved as recorded. The Vice -Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of I the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing,for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. 1 The Vice -Mayor advised that the purpose of the meeting was to entertain nominations for the election of seven Directors of the Greater Roanoke Transit Company for terms of one year each, commencing from the date of their election and until their successors have been duly elected and shall have duly qualified; whereupon, he opened the floor for nominations. Council Member McDaniel placed in nomination the names of M. Rupert Cutler, Alfred T. Dowe, Jr., Beverly T. Fitzpatrick, Jr., Sherman P. Lea, Brenda L. McDaniel, Brian J. Wishneff and Mayor C. Nelson Harris. There being no further nominations, Council Members Cutler, Dowe, Fitzpatrick, Lea, McDaniel, Wishneff and Mayor Harris were elected as Directors of the Greater Roanoke Transit Company for terms of one year each, commencing from the date of their election and until their successors have been duly elected and shall have duly qualified, by the following vote: FOR COUNCIL MEMBERS CUTLER, DOWE, FITZPATRICK, LEA, MCDANIEL, WISHNEFF AND MAYOR HARRIS: Council Members Cutler, Lea, McDaniel, Wishneff and Vice -Mayor Fitzpatrick- ----------------------------------------------------------------------- - - - - -- -5. (Council Member Dowe and Mayor Harris were absent.) There being no further business, the Vice -Mayor declared the Annual Meeting of the Stockholders adjourned at 1:35 p.m. APPROVED: ATTEST: Beverly T. Fitzpatrick, Jr. Mary F. Parker Vice -Mayor City Clerk 1 2 STOCKHOLDERS' MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 19, 2006 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Vice -Mayor Beverly T. Fitzpatrick, Jr., at 1:30 p.m., on Monday, June 19, 2006, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Vice -Mayor and Members of City Council, i.e.: M. Rupert Cutler, Alfred T. Dowe, Jr., Sherman P. Lea, Brenda L. McDaniel (arrived late), and Vice -Mayor Beverly T. Fitzpatrick, Jr -------------------------------------------------------------------- 5. ABSENT: Council Member Brian J. Wishneff and Mayor C. Nelson Harris - - -2. Also present were Darlene L. Burcham, Vice - President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Mary F. Parker, Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. The Vice -Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 20, 2005. Council Member Cutler moved that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 20, 2005, would be approved as recorded. The motion was seconded.by Council Member Dowe and adopted by the following vote: AYES: Council Members Cutler, Dowe, Lea, McDaniel, and Vice -Mayor Fitzpatrick------------------------------------------------------------------------------------------------------ 5 . NAYS: None ----------------------------------------------------------------------------------------- 0. (Council Member Wishneff and Mayor Harris were absent.) The Vice -Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. The Vice -Mayor advised that the purpose of the meeting was to entertain nominations for the election of seven Directors of the Greater Roanoke Transit Company for terms of one year each, commencing from the date of their election and until their successors have been duly elected and shall have duly qualified; whereupon, he opened the floor for nominations. Council Member McDaniel placed in nomination the names of Alfred T. Dowe, Jr., Beverly T. Fitzpatrick, Jr., Sherman P. Lea, Gwendolyn W. Mason, David B. Trinkle, Brian J. Wishneff and Mayor C. Nelson Harris. There being no further nominations, Council Members Dowe, Fitzpatrick, Lea, Mason, Trinkle, Wishneff and Mayor Harris were elected as Directors of the Greater Roanoke Transit Company for terms of 2one year each, commencing from the date of their election and until their successors have been duly elected and shall have duly qualified, by the following vote: FOR COUNCIL MEMBERS DOWE, FITZPATRICK, LEA, MASON, TRINKLE, WISHNEFF AND MAYOR HARRIS: Council Members Cutler, Dowe, Lea, McDaniel and Vice -Mayor Fitzpatrick ------------------------------------------------------------------------------------- 5. (Council Member Wishneff and Mayor Harris were absent.) There being no further business, the Vice -Mayor declared the Annual Meeting of the Stockholders adjourned at 1:35 p.m. APPROVED: ATTEST: Beverly T. Fitzpatrick, Jr. Mary F. Parker Vice -Mayor City Clerk 'J 1 STOCKHOLDERS' MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 18, 2007 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor C. Nelson Harris at 1:30 p.m., on Monday, June 18, 2007, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Beverly T. Fitzpatrick, Jr., Sherman P. Lea, Gwendolyn W. Mason, and Mayor C. Nelson Harris-- ---------------- _----- --- --- ---------------- -- ------ -- ---- -- ---------- --- --- --------------- ---- --------- 4. ABSENT: Vice -Mayor David B. Trinkle and Council Members Alfred T. Dowe, Jr., and Brian J. Wishneff---------------_---____-------------------- ---------------- --- --- -3. Also present were Darlene L. Burcham, Vice - President of Operations, Greater. Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Assistant Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 19, 2006. Council Member Fitzpatrick moved that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 19, 2006, would be approved as recorded. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Fitzpatrick, Lea, Mason, and Mayor Harris----4. NAYS: None----------------------_---------- ---------------0. (Vice -Mayor Trinkle and Council Members Dowe and Wishneff were absent.) I, . The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30,1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. The Mayor advised that the purpose of the meeting was to entertain nominations for the election of seven Directors of the Greater Roanoke Transit Company for terms of one year each, commencing from the date of their election and until their successors have been duly elected and shall have duly qualified; whereupon, he opened the floor for nominations. Council Member Mason placed in nomination the names of Alfred T. Dowe, Jr., Beverly T. Fitzpatrick, Jr., Sherman P. Lea, Gwendolyn W. Mason, David B. Trinkle, Brian J. Wishneff and Mayor C. Nelson Harris. There being no further nominations, Council Members Dowe, Fitzpatrick, Lea, Mason, Trinkle, Wishneff and Mayor Harris were elected as Directors of the Greater Roanoke Transit Company for terms of one year each, commencing from the date of their election and until their successors have been duly elected and shall have duly qualified, by the following vote: FOR COUNCIL MEMBERS DOWE, FITZPATRICK, LEA, MASON, TRINKLE, WISHNEFF AND MAYOR HARRIS: Council Members Fitzpatrick, Lea, Mason and MayorHarris-------------------- --- -- ---- ---- --- ----- --- -- --- ---- ------- -- --------- ---------- _�---- _-- - ---4. (Vice -Mayor Trinkle and Council Members Dowe and Wishneff were absent.) There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:35 p.m. APPROVED: ATTEST: aa� C. Nelson Harris Stephanie M. Moon Mayor City Clerk 1 STOCKHOLDERS' MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 16, 2008 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor C. Nelson Harris at 1:45 p.m., on Monday, June 16, 2008, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Sherman P. Lea, Alvin L. Nash, Vice -Mayor David B. Trinkle, and Mayor C. Nelson Harris---------------------- -- ------------------------------------------------ ---------- _____---------- ----4. ABSENT: Council Members Beverly T. Fitzpatrick, Jr., Gwendolyn W. Mason, andBrian J. Wishneff ------------------------------------------------------------------------------------- 3. Also present were Darlene L. Burcham, Vice - President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Jesse A. Hall, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Assistant Secretary, Greater Roanoke Transit Company; and David A. Morgan, General Manager, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 18, 2007. Vice -Mayor Trinkle moved that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 18, 2007, be approved as recorded. The motion was seconded by Council Member Lea and adopted by the following vote: AYES: Council Members Lea, Nash, Trinkle and Mayor Harris ------------------ 4. NAYS: None ------------------------------------------------------------------------ ------------ - - - -0. (Council Members Fitzpatrick, Mason and Wishneff were absent.) The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30,1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2008, and shall have duly qualified; whereupon, he opened the floor for nominations. Vice -Mayor Trinkle moved that all the Members of the incoming Roanoke City Council be elected as the Board of Directors. The motion was seconded by Council Member Nash and adopted by the following vote: AYES: Council Members Lea, Nash, Trinkle and Mayor Harris ------------------ 4. NAYS: None ---------------------------------------------------------------------- ----- ------- -----0. (Council Members Fitzpatrick, Mason and Wishneff were absent.) There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:50 p.m. APPROVED: ATTEST: C. Nelson Harris Stephanie M. Moon Mayor City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 15, 2009 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor C. Nelson Harris at 1:45 p.m., on Monday, June 15, 2009, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members M. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason, Court G. Rosen, David B. Trinkle and Mayor David A. Bowers -6. ABSENT: Council Member Anita J. Price -1. Also present were Darlene L. Burcham, Vice - President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel, Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; and Carl L. Palmer, General Manager, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 16, 2008. Without objection by the Council, the Mayor advised that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 16, 2008, would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one yeareach, commencing July 1, 2009, and shall have duly qualified; whereupon, he opened the floor for nominations. Council Member Trinkle moved that the Members of Roanoke City Council be reelected as the Board of Directors for a term of one year, commencing July 1, 2009 and ending June 30, 2010. The motion was seconded by Vice -Mayor Lea and adopted by the following vote: AYES: Council Members Cutler, Lea, Mason, Rosen, Trinkle and Mayor Bowers -6. NAYS: (Council Member Price was absent.) There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:37 p.m. APPROVED: avid . Bowers ~mom Mayor ATTEST: Stephanie �� City Clerk SPECIAL STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY April 19, 2010 A special meeting of the Stockholder of the Greater Roanoke Transit Company was called to order by Mayor David A. Bowers on Monday, April 19, 2010, at 1:30 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary of the Corporation. PRESENT: Council Members M. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason, Court G. Rosen, David B. Trinkle and Mayor David A. Bowers -6. ABSENT: Council Member Anita J. Price. Also present were Christopher P. Morrill, Vice - President of Operations, Greater Roanoke Transit Company; William M. Hackworth, General Counsel Greater Roanoke Transit Company; Ann H. Shawver, Treasurer, Greater Roanoke Transit Company; Stephanie M. Moon, Secretary, Greater Roanoke Transit Company; Carl L. Palmer, General Manager, Valley Metro; and James Grigsby, Assistant City Manager for Operations, City of Roanoke. The Mayor declared the existence of a quorum. Mayor Bowers referred to the following communication from the City Clerk calling the special meeting of the Stockholders: "Pursuant to Article II, Sections 2 and 3, of the Bylaws of the Greater Roanoke Transit Company, I am calling a special meeting of the Stockholders of the Greater Roanoke Transit Company on Monday, April 19, 2010, at 1:30 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. The purpose of the meeting is to provide staff with direction for the preferred structure of the GRTC Board to be appointed at the Annual Stockholder's Meeting on Monday, June 21, 2010, at 1:30 p.m., in the City Council Chamber." (See communication on file in the Secretary's Office.) PROPOSED STRUCTURE OF THE GRTC BOARD OF DIRECTORS: The Vice - President of Operations referenced a briefing to the Council which was presented at an informal session of the Council on Monday, April 5, 2010, regarding a proposed Board Organizational Structure, adding that staff was instructed to receive feedback and recommendations from individual Council Members on how they would like the future GRTC Board of Directors structured. The Assistant City Manager for Operations shared the following four options for consideration and direction as submitted in a communication from the City Manager: Option No. 1 Leave the Board membership structure as it currently is and appoint the members of City Council as the GRTC Board members. Option No. 2 (Staff Recommended Structure) Board membership to be comprised of: • Two members of City Council (could be Mayor and Vice - Mayor) • Two Members of City staff (one representative designated by the City Manager's Office, and one representative designated by the Director of Finance) • One Member from a regional user of the bus system (Vinton, Salem) • One Member representative from the Physically Challenged Community (e.g. Mayor's Committee for People with Disabilities) • One Member Citizen at Large (e.g. a representative from the Regional Chamber of Commerce) Option No. 3 Board Membership to be comprised of: • One Member of City Council • Two Members of City staff • Two Members from a regional user of the bus system • One member representative from the physically challenged community • One member Citizen at Large Option No. 4 Such other configuration(s) as desired and approved by City Council as representatives of the sole Stockholder, the City of Roanoke. The Assistant City Manager for Operations explained that the GRTC Bylaws provide for the Board to appoint the officers of the Corporation, including the President and Vice - President. It was recommended that the GRTC Board members be appointed at the Annual Stockholders meeting scheduled to be held on Monday, June 21, 2010, at 1:30 p.m. (For full text, see communication from the City Manager on file in the Secretary's Office.) Council Member Mason offered a motion for the Stockholders to accept staff recommendation (Option No. 2). The motion was seconded by Council Members Rosen and Trinkle. Council Member Cutler noted that the advantage of Option 3 was to have the membership comprised of two members who are regional users of the bus system and encouraged staff to seek participation from the Counties of Roanoke and Botetourt. Council Member Trinkle was in support of expanding service to Roanoke County and also seek support from Roanoke County to serve as the Member at Large representative which could encourage them, at a.future date, to join the Board. Council Member Cutler also suggested inviting colleges that use the service to have participation, such as a two tier arrangement that could encourage attendance of stakeholders. Council Member Lea spoke in support of inviting college students to participate as stakeholders. Council Member Rosen asked that the appointment for the Citizen at Large member be a representative from the Regional Chamber of Commence. Discussion was held regarding the term limits. Inasmuch as the Council constitutes the make -up of the Board, the matter may be revisited in a year, appointments to the Board should be one -year terms of office, initially, and thereafter become staggered terms. It was pointed out that if terms were to be staggered, the By -laws must be amended. There being no further discussion, the motion offered by Council Member Mason and seconded by Council Members Rosen and Trinkle for acceptance of Option No. 2, was adopted. i There being no further business, the Mayor declared the special meeting adjourned at 1:45 p.m. APPROVED: ATTEST: David A. owers Stephanie M. Moon Mayor City Clerk 1 STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 21, 2010 , The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor David A. Bowers at 1:30 p.m., on Monday, June 21, 2010, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members M. Rupert Cutler, Sherman P. Lea, Gwendolyn W. Mason, Anita J. Price (arrived late), Court G. Rosen, David B. Trinkle and Mayor David A. Bowers -7. ABSENT: None. Also present were Christopher P. Morrill, City Manager; William M. Hackworth, City Attorney; Ann H. Shawver, Director of Finance; Jonathan E. Craft, Deputy City Clerk; and Carl L. Palmer, General Manager, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 15, 2009; and a special meeting held on Monday, April 19, 2010. Without objection by the Council, the Mayor advised that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 15, 2009; and a special meeting held on Monday, April 19, 2010, would be approved as recorded. At this point, Council Member Price entered the meeting (1:35 p.m.) The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2010, and shall have duly qualified; whereupon, he opened the floor for nominations. The City Manager submitted a written communication recommending the following slate of candidates for consideration by Council as representatives of the sole stockholder, the City of Roanoke, Virginia: • Two Members of City Council — recommend Mayor David A. Bowers and Vice -Mayor elect David B. Trinkle • Two City Staff Members — recommend John Bingham, Assistant Director of Finance and Mark Jamison, Manager of Transportation • One Physically Challenged Representative — recommend Karen Michalski - Karney, Past President of the Mayor's Committee for the Disabled • One Member -at -Large — recommend Nicole Hall, Director of Community Relations for Downtown Roanoke, Inc. It was also reported that if the representatives of the sole stockholder accept and elect the recommended slate of GRTC Board members, the Secretary of GRTC would be directed to call and coordinate a GRTC Board of Directors meeting to take place as soon as possible in July 2010. (For full text, see communication on file in the Secretary's Office.) Council Member Cutler moved that the abovementioned slate of candidates be j elected as the Board of Directors for a term of one year, commencing July 1, 2010 and ending June 30, 2011. The motion was seconded by Council Member Trinkle. Following discussion of the new Board's composition, the motion for election of the slate of candidates was unanimously adopted. It was noted that the GRTC meetings would be held at 1:00 p.m., on the third Monday, with the first meeting scheduled to be held on July 19, 2010. . Mayor Bowers expressed appreciation to Council Members Cutler and Mason for there service to the Greater Roanoke Transit Company. There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:38 p.m. APPROVED: ATTEST: aviQ..�www...,. - dA. Bow y raft Mayor Deputy City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 20, 2011 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor David A. Bowers at 1:45 p.m., on Monday, June 20, 2011, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Rafael E. Ferris, Sherman P. Lea, Anita J. Price, Court G. Rosen, David B. Trinkle and Mayor David A. Bowers -7. ABSENT: None. Also present were Christopher P. Morrill, Vice - President of Operations, GRTC /City Manager; William M. Hackworth, General Counsel, GRTC /City Attorney; Ann H. Shawver, Treasurer, GRTC /Director of Finance; Stephanie M. Moon, Secretary, GRTC /City Clerk; and Carl L. Palmer, General Manager, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 21, 2010. Without objection by the Council, the Mayor advised that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 21, 2010, would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. ELECTION OF OFFICERS: The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2011, and shall have duly qualified; whereupon, he opened the floor for nominations. Council Member Rosen moved that the following positions be placed in nomination. The motion was seconded by Council Member Bestpitch: • Two Members of City Council • Two City Staff Members • One Regional Representative • One Physically Challenged Representative • One Member -at -Large There being no further nominations, the following persons were reelected as members of the Board of Directors for a one -year term commencing July 1, 2011 and ending June 30, 2012, by the following vote: FOR MAYOR BOWERS, VICE -MAYOR TRINKLE; MR. BINGHAM, MR. JAMISON, MS. CAUDILL AND MS. KARNEY: Council Members Bestpitch, Ferris, Lea, Price, Rosen, Trinkle and Mayor Bowers -7. OTHER BUSINESS: Council Member Price commented on the proposed construction of a bus shelter at the entrance to the Valley View Wal -Mart; and expressed appreciation to City officials and the General Manager of Valley Metro. .. There being no further business, the Mayor declared the Annual Meeting of the -+ Stockholders adjourned at 1:48 p.m. APPROVED: ATTEST: David A. Bowers Stephanie M. Moon Mayor City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 18, 2012 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor David A. Bowers at 1:45 p.m., on Monday, June 18, 2012, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Sherman P. Lea, Anita J. Price, Court G. Rosen, David B. Trinkle and Mayor David A. Bowers -6. ABSENT: Council Member Raphael E. Ferris -1. Also present were Christopher P. Morrill, Vice - President of Operations, GRTC /City Manager; Timothy Spencer, General Counsel, GRTC /Acting City Attorney; Ann H. Shawver, Treasurer, GRTC /Director of Finance; Stephanie M. Moon, - Secretary, GRTC /City Clerk; and Carl L. Palmer, General Manager, Valley Metro. .. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 20, 2011. Without objection by the Council, the Mayor advised that the minutes of the GRTC Stockholders' meeting which was held on Monday, June 20, 2011, would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. ELECTION OF OFFICERS: The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2012, and shall have duly qualified; whereupon, he opened the floor for nominations. Council Member Rosen moved that the following positions be placed in nomination. The motion was seconded by Council Member Trinkle: • Two Members of City Council — Mayor David A. Bowers/Vice -Mayor Court G. Rosen • Two City Staff Members — Mark Jamison and Michael Shockley • One Physically Challenged Representative — Karen Michalski - Karney • One Regional Representative — Melinda J. Payne • One Member -at -Large — Curtis Mills There being no further nominations, the following persons were reelected as members of the Board of Directors for a one -year term commencing July 1, 2012 and ending June 30, 2013, by the following vote: FOR MAYOR BOWERS, VICE -MAYOR ROSEN; MR. JAMISON, MR. SHOCKLEY, MS. PAYNE AND MS. KARNEY: Council Members Bestpitch, Lea, Price, Rosen, Trinkle and Mayor Bowers -6. (Council Member Ferris was absent.) OTHER BUSINESS: NONE. There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:33 p.m. ^c ,o David A. Bowers Mayor ATTEST: Stephanie M. Moon�� City Clerk N STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY .. June 17, 2013 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor David A. Bowers at 1:45 p.m., on Monday, June 18, 2012, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Sherman P. Lea, Raphael E. Ferris, Anita J. Price, Court G. Rosen, David B. Trinkle and Mayor David A. Bowers -7. ABSENT: None -0. Also present were Christopher P. Morrill, GRTC Vice - President of Operations / /City Manager; Daniel J. Callaghan, GRTC General Counsel, /City Attorney; Ann H. Shawver, GRTC Treasurer /Director of Finance; Stephanie M. Moon, GRTC Secretary/City Clerk; and Carl L. Palmer, General Manager, Valley Metro. • The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 18, 2012. Without objection by the Council, the Mayor advised that the minutes of the, would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. ELECTION OF OFFICERS: The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2013, and shall have been duly qualified; whereupon, he opened the floor for nominations to fill the criteria as set forth. Council Member Price placed in nomination the following persons asset forth by criteria. • Two Members of City Council — Mayor David A. Bowers/Vice -Mayor Court G. Rosen • Two City Staff Members — Mark Jamison and Michael Shockley • One Physically Challenged Representative — Karen Michalski - Karney • One Regional Representative — Melinda J. Payne • One Member -at -Large — Curtis Mills There being no further nominations, the following persons were reelected as members of the Board of Directors for a one -year term commencing July 1, 2013 and ending June 30, 2014, by the following vote: FOR MAYOR BOWERS, VICE -MAYOR ROSEN; MR. JAMISON, MR. SHOCKLEY, MS. PAYNE AND MS. MICHALSKI- KARNEY: Council Members Bestpitch, Lea Ferris Price, Rosen, Trinkle and Mayor Bowers -7. OTHER BUSINESS: NONE. There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:33 p.m. APPROVED: David A. Bowers�� Mayor ATTEST: Stephanie M. Moon City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 16, 2014 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor David A. Bowers at 1:45 p.m., on Monday, June 16, 2014, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Sherman P. Lea, Raphael E. Ferris, Anita J. Price, Court G. Rosen, David B. Trinkle and Mayor David A. Bowers -7. ABSENT: None -0. Also present were Sherman M. Stovall, GRTC Assistant Vice - President of Operations /Assistant City Manager for Operations; Daniel J. Callaghan, GRTC General Counsel /City Attorney; Barbara A. Dameron, GRTC Treasurer /Director of Finance; Stephanie M. Moon Reynolds, GRTC Secretary/City Clerk; Carl L. Palmer, General Manager, Valley Metro; and Kevin Price, Assistant Manager, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 17, 2013. Without objection by the Council, the Mayor advised that the minutes of the June 17, 2013 would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted bythe Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. ELECTION OF OFFICERS: The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2014, and shall have been duly qualified; whereupon, he opened the floor for nominations to fill the criteria as set forth. Council Member Bestpitch placed in nomination the following persons as set forth by criteria. • Two Members of City Council — Mayor David A. Bowers/Vice -Mayor Elect David B. Trinkle • Two City Staff Members — Mark Jamison and Michael Shockley • One Physically Challenged Representative — Karen Michalski - Karney • One Regional Representative — Ryan Spitzer (Townof Vinton) toreplace Melinda Payne (City of Salem) Two year terms of office rotate between localities • One Member -at -Large — Curtis Mills There being no further nominations, the following persons were reelected /elected as members of the Board of Directors for a one -year term commencing July 1, 2014 and ending June 30, 2015, by the following vote: FOR MAYOR BOWERS, VICE - MAYOR -ELECT TRINKLE; MR. JAMISON, MR. MILLS, MR. SHOCKLEY, MR. SPITZER AND MS. MICHALSKI- KARNEY: Council Members Bestpitch, Ferris, Lea, Price, Rosen, Trinkle and Mayor Bowers -7. OTHER BUSINESS: NONE. There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:35 p.m. APPROVED: David X.-Bowers Mayor ATTEST: Rte Stephanie M. Moon Re s City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 15, 2015 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Vice -Mayor David B. Trinkle at 1:45 p.m., on Monday, June 15, 2015, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented bythe Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, , Raphael E. Ferris, Anita J. Price, Court G. Rosen, and Vice - Mayor David B. Trinkle -6. ABSENT: Council Member Sherman P. Lea and Mayor David A. Bowers -2. Also present were Christopher P. Morrill, GRTC Vice- President of Operations /City Manager; Daniel J. Callaghan, GRTC General Counsel /City Attorney; Barbara A. Dameron, GRTC Treasurer /Director of Finance; Stephanie M. Moon Reynolds, GRTC Secretary/City Clerk; Carl L. Palmer, General Manager, Valley Metro; and Kevin Price, Assistant Manager, Valley Metro. The Vice -Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting which was held on Monday, June 16, 2014. Without objection by the Council, the Vice -Mayor advised that the minutes of the June 16 Annual Stockholders' meeting would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. ELECTION OF OFFICERS: The Vice -Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2015, and shall have been duly qualified; whereupon, he opened the floorfor nominations to fill the criteria as set forth. • Two Members of City Council — • Two City Staff Members • One Physically Challenged Representative • One Regional Representative • One Member -at -Large Fortwo Members of Council representatives, Council Member Ferris placed in nomination the names of Vice -Mayor Trinkle and Council Member Bestpitch; and Council Member Price placed in nomination Mayor Bowers and Vice -Mayor Trinkle. The Vice -Mayor noted that the nominations were closed, and the vote was recorded as follows: FOR MAYOR BOWERS: Council Member Price and Vice -Mayor Trinkle -2. FOR VICE -MAYOR TRINKLE: Council Members Bestpitch, Ferris, Price, Rosen and Vice -Mayor Trinkle -5. FOR COUNCIL MEMBER BESTPITCH: Council Members Bestpitch, Ferris, and Rosen -3. The following vote was recorded for the second Member of Council representative: FOR COUNCIL MEMBER BESTPITCH: Council Members Bestpitch, Ferris, Rosen and Vice -Mayor Trinkle -4. FOR MAYOR BOWERS: Council Member Price -1 (Council Member Lea and Mayor Bowers were absent.) There being no further nominations, Vice -Mayor Trinkle was reelected and Council Member Bestpitch was elected as the two Members of Council representatives of the GRTC Board of Directors for one year terms of office, each, commencing July 1, 2015 and ending June 30, 2016, by the following vote: FOR VICE -MAYOR TRINKLE AND COUNCIL MEMBER BESTPITCH: Council Members Bestpitch, Ferris, Price, Rosen and Vice -Mayor Trinkle -5. (Council Member Lea and Mayor Bowers were absent.) The following persons were reelected as members of the Board of Directors for one -year terms of office, each, commencing July 1, 2015 and ending June 30, 2016, by the following vote: FOR MR. JAMISON AND MR. SHOCKLEY (CITY STAFF MEMBERS), MS. MICHALSKI - KARNEY (PHYSICALLYCHALLENGED), MR. SPITZER (REGIONAL), AND MR. MILLS (AT -LARGE MEMBER): Council Members Bestpitch, Ferris, Price, Rosen, and Vice -Mayor Trinkle -5. (Council Member Lea and Mayor Bowers were absent.) OTHER BUSINESS: NONE. There being no further business, the Vice -Mayor declared the Annual Meeting of the Stockholders adjourned at 1:37 P.M. AppR� /� /; _ ATTEST: David B. Trinkle Stephanie M. Moon Reynol s Vice -Mayor City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 20, 2016 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor David A. Bowers at 1:30 p.m., on Monday, June 20, 2016, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Raphael E. Ferris, Anita J. Price, Court G. Rosen, David B. Trinkle, and Mayor David A. Bowers -6. ABSENT: Council Member Sherman P. Lea -1. Also present were Christopher P. Morrill, GRTC Vice- President of Operations /City Manager; Barbara A. Dameron, GRTC Treasurer /Director of Finance; Stephanie M. Moon Reynolds, GRTC Secretary/City Clerk; Carl L. Palmer, General Manager, Valley Metro; and Kevin Price, Assistant Manager, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting, which was held on Monday, June 15, 2015. Without objection by the Council, the Mayor advised that the minutes of the June 15, 2015 meeting would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. ELECTION OF OFFICERS: The Secretary submitted a communication advising of the election of Directors of the Greater Roanoke Transit Company for terms of one year, each. (See communication on file in the Secretary's Office.) The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2016, and shall have been duly qualified. Mayor Bowers opened the floor for nominations to fill the criteria as set forth below: • Two members of City Council • Two City Staff Members • One Physically Challenged Representative • One Regional Representative • One Citizen -at -Large Representative Vice -Mayor Trinkle placed in nomination the following: • Two members of City Council — Council Members William D. Bestpitch and Anita James Price • Two City Staff Members — Mark Jamison and Michael Shockley • One Physically Challenged Representative — Karen Michalski - Kerney • One Regional Representative — (This position rotates every two years — City of Salem representative for one -year term) • One Citizen -at -Large Representative — Curtis Mills There being no further nominations, the following persons were reelected /elected as members of the Board of Directors for a one -year term of office commencing, July 1, 2016 and ending June 30, 2017, by the following vote: FOR VICE -MAYOR PRICE, COUNCIL MEMBER BESTPITCH, MR. JAMISON, MR. SHOCKLEY, MS. MICHALSKI- KARNEY, AND MR. MILLS: Council Members Bestpitch, Ferris, Price, Rosen, Trinkle and Mayor Bowers -6. (Council Member Lea was absent.) There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:37 p.m. APPROVED: ATTEST: David A. Bowers Stephanie M. Moon Reyn ds Mayor City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 19, 2017 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr. at 1:30 p.m., on Monday, June 19, 2017, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Raphael E. Ferris, David B. Trinkle, and Mayor Sherman P. Lea, Sr. -4. ABSENT: Council Member Michelle L. Dykstra, John A. Garland, and Vice -Mayor Anita J. Price -3. Also present were Sherman M. Stovall, GRTC Vice - President of Operations /Assistant City Manager; Daniel J. Callaghan, GRTC General Counsel /City Attorney; Barbara A. Dameron, GRTC Treasurer /Director of Finance; Laura M. Carini, Assistant General Counsel /Assistant City Attorney; Cecelia F. McCoy, GRTC Assistant Secretary /Deputy City Clerk; Carl L. Palmer, General Manager, Valley Metro; and Kevin Price, Assistant Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The Mayor declared the existence of a quorum and inquired as to the wishes of the Stockholders in reference to the minutes of the meeting, which was held on Monday, June 20, 2016. Without objection by the Council, the Mayor advised that the minutes of the June 20, 2016 meeting would be approved as recorded. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. ELECTION OF OFFICERS: The Mayor advised that the purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2017, and shall have been duly qualified; whereupon, he opened the floor for nominations to fill the criteria as set forth below: • Two Members of City Council • Two City Staff Members • One Physically Challenged Representative • One Regional Representative • One Citizen -at -Large Representative Council Member Trinkle placed in nomination the following persons as set forth by criteria: • Two Members of City Council — Council Member William D. Bestpitch and Vice -Mayor Anita J. Price • Two City Staff Members — Mark D. Jamison and Michael B. Shockley • One Physically Challenged Representative — Karen Michalski - Karney • One Regional Representative — Melinda J. Payne (This position rotates every two years — City of Salem representative for one - yearterm) • One Citizen -at -Large Representative — Curtis E. Mills There being no further nominations, the following persons were reelected as members of the Board of Directors for a one -year term of office commencing, July 1, 2017 and ending June 30, 2018, by the following vote: FOR VICE -MAYOR PRICE, COUNCIL MEMBER BESTPITCH, MR. JAMISON, MR. SHOCKLEY, MS. MICHALSKI- KARNEY, MR. MILLS AND MS. PAYNE: Council Members Bestpitch, Ferris, Trinkle and Mayor Lea -4. (Council Member Dykstra, Garland, and Vice -Mayor Price were absent.) OTHER BUSINESS: NONE. There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:37 p.m. F-12:2 : %117/ =1 Sherman P. Lea, Sr. Mayor ATTEST: o4eoit�- Cecelia F. McCoy Deputy City Clerk SPECIAL STOCKHOLDER MEETING OF THE GREATER ROANOKE TRANSIT COMPANY July 17, 2017 A special meeting of the Stockholder of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr. on Monday, July 17, 2017, at 5:33 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the City Clerk. PRESENT: Council Members Michelle L. Dykstra, Raphael E. Ferris, John A. Garland, David B. Trinkle, Vice -Mayor Anita J. Price, and Mayor Sherman P. Lea, Sr. -6. ABSENT: Council Member William D. Bestpitch -1. Also present were Sherman M. Stovall, Acting City Manager /Assistant City Manager for Operations; Barbara A. Dameron, Director of Finance; Cecelia F. McCoy, Deputy City Clerk; Laura M. Carini, Assistant City Attorney; Carl Palmer, General Manager, Valley Metro; Kevin Price, Assistant General Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The Mayor declared the existence of a quorum. Mayor Lea stated that the purpose of the meeting was to convene in a Closed Meeting to discuss and/or consider the acquisition of real property for a public purpose and /or the disposition of real property owned by Greater Roanoke Transit Company, generally known as Campbell Court, located at Salem Avenue, S. W., and Campbell Avenue, S. W., in Roanoke, Virginia, and bearing Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118, 1011119, 1011120, 1411122, and 1011129, pursuant to Section 2.2 -3711 (A)(3), Code of Virginia (1950), as amended. Inasmuch as Council Member Ferris is the owner of real property situated at 0 Salem Avenue, S. W., which is currently leased as a parking lot by the City of Roanoke, he read the following statement into the record: "STATEMENT OF CONFLICT OF INTEREST I, Raphael E. Ferris, make the following statement regarding the purpose of the special meeting of stockholder of Greater Roanoke Transit Company, a Virginia corporation ( "GRTC ") to discuss the acquisition of property by GRTC and /or the disposition of properties owned by GRTC, together with buildings and improvements thereon, situated in the area of Salem Avenue, S.W., and Campbell Avenue, S.W., Roanoke, Virginia, bearing Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118, 1011119, 1011120, 1011122, and 1011129 (collectively, "Campbell Court Facilities "). I am the owner of certain real property situated at 0 Salem Avenue, S.W., Roanoke, Virginia, bearing Official Tax Map No. 1010412 ( "Parcel 1010412 "). The City of Roanoke currently leases this property for use as a parking lot. The term of the lease is five (5) years expiring on June 30, 2021. Parcel 1010412 is proximate to Campbell Court Facilities. I have no interest in the Campbell Court Facilities. 1 have also discussed this matter with the City Attorney and he has advised me that my property interest does not create a personal interest in this transaction under the Virginia Conflicts of Interest laws but I may elect to recuse myself from participation in this matter if I believe that my ownership of Parcel 1010412 creates an appearance of a conflict of interest. I believe that I can act fairly, objectively, and in the public interest in considering the purpose of this special meeting of stockholder. Based on the foregoing, I intend to participate in the deliberations and in any vote with regard to the purpose of this special meeting and any subsequent transaction involving the acquisition of property by GRTC and the disposition of the Campbell Court Facilities. In the event that the circumstances on which 1 make this decision change, I will determine at such time whether a conflict of interest, or the appearance of a conflict of interest, exists and take appropriate act on at that time. I request that the Secretary of GRTC maintain a copy of this statement with the minutes of this meeting of GRTC. Witness the following signature made this 17th day of July, 2017. S /Raphael E. Ferris Member of Council" (See Statement on file in the Secretary's Office.) Vice -Mayor Price moved that the Council convene in a Closed Meeting to discuss or consider acquisition of real property for a public purpose, and/or of the disposition of real property owned by GRTC, where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of City Council and GRTC, pursuant to Section 2.2 -3711 (A)(3), Code of Virginia (1950), as amended. The motion was seconded by Council Member Dykstra and adopted by the following vote: AYES: Council Members Dykstra, Ferris, Garland, Trinkle, Price, and Mayor Lea -6. NAYS: None -0. (Council Member Bestpitch was absent.) At 5:38 p.m., Mayor Lea declared the meeting in recess to convene in Closed Meeting in the Council's Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. At 6:30 p.m., the meeting reconvened in the City Council Chamber, Mayor Lea presiding and all Members of the Council (sitting as the Sole Stockholder) in attendance, with the exception of Council Member Bestpitch. CERTIFICATION OF CLOSED MEETING: Vice -Mayor Price moved, with respect to the Closed Meeting just concluded, that each member of the Council (sitting as the Stockholder of Greater Roanoke Transit Company (GRTC) certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freedom of Information Act; and (2) only such public business matters as were identified in any motion by which any Closed Meeting was convened were heard, iIiscussed or considered by the Members of the Council (sitting as the Stockholder of Greater Roanoke Transit Company (GRTC) in attendance. The motion was seconded by Council Member Trinkle and adopted by the following vote: AYES: Council Members Dykstra, Ferris, Garland, Trinkle, Price, and Mayor Lea, Sr. -6 NAYS: None -0. (Council Member Bestpitch was absent.) There being no further business, the special meeting was adjourned at 6:31 p.m. APPROVED: ATTEST: Q� Sherman P. Lea, Sr. Cecelia F. McCoy Mayor Deputy City Clerk SPECIAL STOCKHOLDER MEETING OF THE GREATER ROANOKE TRANSIT COMPANY August 21, 2017 A special meeting of the Stockholder of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr. on Monday, August 21, 2017, at 5:22 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the City Clerk. PRESENT: Council Members William D. Bestpitch, Michelle L. Dykstra, Raphael E. Ferris, John A. Garland, David B. Trinkle, Vice -Mayor Anita J. Price, and Mayor Sherman P. Lea, Sr. -7. ABSENT: None -0. Also present were Sherman M. Stovall, Acting City Manager /Assistant Vice - President of Operations, GRTC; Barbara A. Dameron, Director of Finance /Treasurer, GRTC; Daniel J. Callaghan, City Attorney /General Counsel, GRTC; Stephanie M. Moon Reynolds, City Clerk /Secretary, GRTC; and --Carl Palmer, General Manager, Valley Metro; and Kevin Price, Assistant General Manager, Valley Metro. The Mayor declared the existence of a quorum. Mayor Lea stated that the purpose of the meeting was to convene in a Closed Meeting to discuss and/or consider the acquisition of real property for a public purpose and /or the disposition of real property owned by Greater Roanoke Transit Company, generally known as Campbell Court, located at Salem Avenue, S. W., and C mpbell Avenue, S. W., in Roanoke, Virginia, and bearing Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011169, 1011110, 10111169 1011117, 1011118, 1011119, 1011120, 1011122, and 1011129, pursuant to Section 2.2 -3711 (A)(3), Code of Virginia (1950), as amended. (See copy of Call Letter on file in the Secretary's Office.) Council Member Ferris called attention to a Statement of Conflict of Interest that was read into the record at a special meeting of the Stockholder on Monday, July 17, 2017, noting that he is the owner of certain real property situated at 0 Salem Avenue, S.W., bearing Official Tax Map No. 1010412; that the City of Roanoke currently leases this property for use as a parking lot, term of the lease being five years expiring on June 30, 2021; Parcel 1010412 is proximate to Campbell Court Facilities; and since he has no interest in the Campbell Court Facilities, his property interest does not create a personal interest in this transaction under the Virginia Conflicts of Interest laws, but he may elect to recuse myself from participation in this matter if he believes that his ownership of Parcel 1010412 creates an appearance of a conflict of interest. He believes that he can act fairly, objectively, and in the public interest in considering the purpose of this special meeting of stockholder. Based on the foregoing, Council Member Ferris again intended to participate in the deliberations and in any vote with regard to the purpose of this special meeting and any subsequent transaction involving the acquisition of property by GRTC and the disposition of the Campbell Court Facilities. And in the event that the circumstances on which he makes this decision changes, he will determine at such time whether a conflict of interest, or the appearance of a conflict of interest, exists and take appropriate action at that time. (See copy of Statement of Conflict of Interest dated July 17, 2017 on file in the Secretary's Office.) Council Member Bestpitch offered a motion for the Council to convene in a Closed Meeting to discuss or consider acquisition of real property for a public purpose, and /or of the disposition of real property owned by GRTC, where discussion-in an open meeting would adversely affect the bargaining position or ne otiating strategy of City Council and GRTC, pursuant to Section 2.2 -3711 (A)1(3), Code of Virginia (1950), as amended. the motion was seconded by Council Member Trinkle and adopted by the following vote: AYES: Council Members Bestpitch, Dykstra, Ferris, Garland, Trinkle, Vice -Mayor Price, and Mayor Lea -7. NAYS: None -0. At 5:25 p.m., Mayor Lea declared the meeting in recess to convene in Closed Meeting in the in the Council's Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. At 6:21 p.m., the meeting reconvened in the City Council Chamber, Mayor Lea presiding and all Members of the Council (setting as the Sole Stockholder) in attendance. CERTIFICATION OF CLOSED MEETING: Council Member Bestpitch moved, with respect to the Closed Meeting just concluded, that each member of the Council (sitting as the Stockholder of Greater Roanoke Transit Company (GRTC) certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freedom of Information Act; and (2) only such public business matters as were identified in any motion by which any Closed Meeting was convened were heard, discussed or considered by the Members of the Council (sitting as the Stockholder of Greater Roanoke Transit Company (GRTC) in attendance. The motion was seconded by Vice -Mayor Price and adopted by the following vote: AYES: Council Members Bestpitch, Dykstra, Ferris, Garland, Trinkle, Vice -Mayor Price, and Mayor Lea, Sr. -7. NAYS: None -0. There being no further business, the special meeting was adjourned at 6:22 p.m. APPROVED: ATTEST: - ►` , u 600, She an P. Lea, Sr. Stephanie M. Moon ReynoI s Mayor City Clerk SPECIAL STOCKHOLDER MEETING OF THE GREATER ROANOKE TRANSIT COMPANY September 18, 2017 A special meeting of the Stockholder of the Greater Roanoke Transit Company was called to order by Council Member David B. Trinkle, former Vice - Mayor, on Monday, September 18, 2017, at 4:00 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary. PRESENT: Council Members William D. Bestpitch, Michelle L. Dykstra, Raphael E. Ferris, John A. Garland, David B. Trinkle and Mayor Sherman P. Lea, Sr. (arrived late) -6. ABSENT: Vice -Mayor Anita J. Price -1. Also present were Sherman M. Stovall, Acting City Manager /Assistant Vice - President of Operations, GRTC; Daniel J. Callaghan, City Attorney /General Counsel, GRTC; Stephanie M. Moon Reynolds, City Clerk /Secretary, GRTC; Carl Palmer, General Manager, Valley Metro; and Kevin Price, Assistant General Manager, Valley Metro. Council Member Trinkle declared the existence of a quorum. Council Member Trinkle stated that the purpose of the meeting was to convene in a Closed Meeting to discuss and /or consider the acquisition of real property for a public purpose and /or the disposition of real property owned by Greater Roanoke Transit Company, generally known as Campbell Court, located at Salem Avenue, S. W., and Campbell Avenue, S. W., in Roanoke, Virginia, and bearing Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118, 1011119, 1011120, 1011122, and 1011129, pursuant to Section 2.2 -3711 (A)(3), Code of Virginia (1950), as amended. (See copy of Call Letter on file in the Secretary's Office.) For the record, Council Member Ferris called attention to a Statement of Conflict of Interest that was read into the record at a special meeting of the Stockholder on Monday, July 17, 2017, noting that he is the owner of certain real property situated at 0 Salem Avenue, S.W., bearing Official Tax Map No. 1010412; that the City of Roanoke currently leases this property for use as a parking lot, term of the lease being five years expiring on June 30, 2021; Parcel 1010412 is proximate to Campbell Court Facilities; and since he has no interest in the Campbell Court Facilities, his property interest does not create a personal interest in this transaction under the Virginia Conflicts of Interest laws, but he may elect to recuse myself from participation in this matter if he believes that his ownership of Parcel 1010412 creates an appearance of a conflict of interest. He believes that he can act fairly, objectively, and in the public interest in considering the purpose of this special meeting of stockholder. Based on the foregoing, Council Member Ferris again intended to participate in the deliberations and in any vote with regard to the purpose of this special meeting and any subsequent transaction involving the acquisition of property by GRTC and the disposition of the Campbell Court Facilities. And in the event that the circumstances on which he makes this decision changes, he will determine at such time whether a conflict of interest, or the appearance of a conflict of interest, exists and take appropriate action at that time. (See copy of Statement of Conflict of Interest dated July 17, 2017 on file in the Secretary's Office.) Council Member Bestpitch offered a motion for the Council to convene in a Closed Meeting to discuss or consider acquisition of real property for a public purpose, and /or of the disposition of real property owned by GRTC, where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of City Council and GRTC, pursuant to Section 2.2 -3711 (A)(3), Code of Virginia (1950), as amended. The motion was seconded by Council Member Ferris and adopted by the following vote: AYES: Council Members Bestpitch, Dykstra, Ferris, Garland, and Trinkle -5. NAYS: None -0. (Vice -Mayor Price was absent; and Mayor Lea was not present when the vote was taken.) At 4:06 p.m., Council Member Trinkle declared the meeting in recess to convene in Closed Meeting in the in the Council's Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. At this point, Mayor Lea entered the Closed Meeting (4:22 p.m.). At this point, Council Member Trinkle left during the Closed Meeting 5:14 p.m.). At this point, Council Member Dykstra left during the Closed Meeting (5:31 p.m.). At 5:56 p.m., the meeting reconvened in the City Council Chamber, Mayor Lea presiding and all Members of the Council (setting as the Sole Stockholder) in attendance, with the exception of Vice -Mayor Price and Council Members Dykstra and Trinkle. CERTIFICATION OF CLOSED MEETING: Council Member Bestpitch moved, with respect to the Closed Meeting just concluded, that each member of the Council (sitting as the Stockholder of Greater Roanoke Transit Company (GRTC) certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freedom of Information Act; and (2) only such public business matters as were identified in any motion by which any Closed Meeting was convened were heard, discussed or considered by the Members of the Council (sitting as the Stockholder of Greater Roanoke Transit Company (GRTC) in attendance. The motion was seconded by Council Member Ferris and adopted by the following vote: AYES: Council Members Bestpitch, Ferris, Garland, and Mayor Lea, Sr. -4. NAYS: None -0. (Vice -Mayor Price and Council Members Dykstra and Trinkle were absent.) There being no further business, the special meeting was adjourned at 5:58 p.m. APPROVED: �/ Sherman P. Lea, Sr. Mayor ATTEST: Stephanie M. Moon Reynol s City Clerk SPECIAL STOCKHOLDER MEETING OF THE GREATER ROANOKE TRANSIT COMPANY October 16, 2017 A special meeting of the Stockholder of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr., on Monday, October 16, 2017, at 4:32 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary. PRESENT: Council Members William D. Bestpitch, Michelle L. Dykstra, Raphael E. Ferris, John A. Garland, Anita J. Price, David B. Trinkle, and Mayor Sherman P. Lea, Sr. -7. ABSENT: None. Also present were Robert S. Cowell, Jr., City Manager/Vice President of Operations, GRTC; Sherman M. Stovall, Assistant City Manager for Operations /Assistant Vice - President of Operations, GRTC; Daniel J. Callaghan, City Attorney /General Counsel, GRTC; Stephanie M. Moon Reynolds, City Clerk /Secretary, GRTC; Carl Palmer, General Manager, Valley Metro; and Kevin Price, Assistant General Manager, Valley Metro. The Mayor declared the existence of a quorum. Mayor Lea stated that the purpose of the meeting was to convene in a Closed Meeting to discuss and /or consider the acquisition of real property for a public purpose and /or the disposition of real property owned by Greater Roanoke Transit Company, generally known as Campbell Court, located at Salem Avenue, S. W., and Campbell Avenue, S. W., in Roanoke, Virginia, and bearing Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118, 1011119, 1011120, 1011122, and 1011129, pursuant to Section 2.2 -3711 (A)(3), Code of Virginia (1950), as amended. (See copy of Call Letter on file in the Secretary's Office.) It was noted for the record that Council Member Ferris called attention to a Statement of Conflict of Interest that was read into the record at a special meeting of the Stockholder on Monday, July 17, 2017, noting that he is the owner of certain real property situated at 0 Salem Avenue, S.W., bearing Official Tax Map No. 1010412; that the City of Roanoke currently leases this property for use as a parking lot, term of the lease being five years expiring on June 30, 2021; Parcel 1010412 is proximate to Campbell Court Facilities; and since he has no interest in the Campbell Court Facilities, his property interest does not create a personal interest in this transaction under the Virginia Conflicts of Interest laws, but he may elect to recuse myself from participation in this matter if he believes that his ownership of Parcel 1010412 creates an appearance of a conflict of interest. He believes that he can act fairly, objectively, and in the public interest in considering the purpose of this special meeting of stockholder. Based on the foregoing, Council Member Ferris again intended to participate in the deliberations and in any vote with regard to the purpose of this special meeting and any subsequent transaction involving the acquisition of property by GRTC and the disposition of the Campbell Court Facilities. And in the event that the circumstances on which he makes this decision changes, he will determine at such time whether a conflict of interest, or the appearance of a conflict of interest, exists and take appropriate action at that time. (See copy of Statement of Conflict of Interest dated July 17, 2017 on file in the Secretary's Office.) Council Member Bestpitch offered a motion for the Council to convene in a Closed Meeting to discuss or consider acquisition of real property for a public purpose, and/or of the disposition of real property owned by GRTC, where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of City Council and GRTC, pursuant to Section 2.2 -3711 (A)(3), Code of Virginia (1950), as amended. The motion was seconded by Council Member Dykstra and adopted by the following vote: AYES: Council Members Bestpitch, Dykstra, Ferris, Garland, Price, Trinkle, and Mayor Lea -7. NAYS: None -0. At 4:35 p.m., Mayor Lea declared the meeting in recess to convene in Closed Meeting in the in the Council's Conference Room, Room 451, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia. At 5:15 p.m., the meeting reconvened in the City Council Chamber, Vice - Mayor Price presiding and all Members of the Council (setting as the Sole Stockholder) in attendance, with the exception of Mayor Lea who entered the meeting at 5:16 p.m. CERTIFICATION OF CLOSED MEETING: Council Member Dykstra moved, with respect to the Closed Meeting just concluded, that each member of the Council (sitting as the Stockholder of Greater Roanoke Transit Company (GRTC) certify to the best of his or her knowledge that: (1) only public business matters lawfully exempted from open meeting requirements under the Virginia Freedom of Information Act; and (2) only such public business matters as were identified in any motion by which any Closed Meeting was convened were heard, discussed or considered by the Members of the Council (sitting as the Stockholder of Greater Roanoke Transit Company (GRTC) in attendance. The motion was seconded by Council Member Bestpitch and adopted by the following vote: AYES: Council Members Bestpitch, Dykstra, Ferris, Garland, Price, Trinkle, and Mayor Lea -7. NAYS: None -0. There being no further business, the special meeting was adjourned at 5:16 p.m. APPROVED: Sherman P. Lea, Sr. Mayor ATTEST: Stephanie M. Moon ynol7 City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 18, 2018 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr. at 1:30 p.m., on Monday, June 18, 2018, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Raphael E. Ferris, John A. Garland, Anita J. Price, and Mayor Sherman P. Lea, Sr. -5. ABSENT: Council Members Michelle L. Dykstra and David B. Trinkle -2. Also present were Robert S. Cowell, Jr., GRTC Vice - President of Operations /City Manager; Sherman M. Stovall, GRTC Vice - President of Operations /Assistant City Manager; Daniel J. Callaghan, GRTC General Counsel /City Attorney; Amelia C. Merchant, GRTC Treasurer /Director of Finance; Laura M. Carini, Assistant General Counsel /Assistant City Attorney; Stephanie M. Moon Reynolds, GRTC Secretary /City Clerk; Kevin Price, General Manager, Valley Metro; and Ronnie Parker, Assistant Manager, Valley Metro; and Stephanie Giles, Director of Finance, Valley Metro. The Mayor declared the existence of a quorum. MINUTES: Annual Stockholder meeting held on Monday, June 19, 2017; and Special Meetings of Stockholder held on Monday, July 17, 2017, Monday, August 21, 2017, Monday, September 18, 2017, and Monday, October 16, 2017. Without objection by the Council, the Mayor advised that the reading of the minutes of the Annual Stockholder meeting held on Monday, June 19, 2017; and Special Meetings of Stockholder held on Monday, July 17, 2017, Monday, August 21, 2017, Monday, September 18, 2017, and Monday, October 16, 2017, would be dispensed with and approved as submitted. The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. He stated that purpose of the meeting was to consider restructuring the Board and to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for one -year terms of office, each, commencing July 1, 2018. PROPOSED RESTRUCTURE OF THE BOARD OF DIRECTORS: GRTC President William D. Bestpitch submitted a written communication regarding a proposed restructure of the Greater Roanoke Transit Company Board of Directors, and noted based on the discussion of the aforementioned request at the May 21, 2018 GRTC Board of Directors meeting, the Board was recommending that the Citizen at large seat be changed to a representative of a regional user, such that the structure of the Board will consist of the following; Two Members of City Council Two Members of City Staff One representative from a regional user of the City of Salem One representative from a regional user of the Town of Vinton One representative from the Physically - Challenged Community (For full text, see communication on file in the Secretary's Office.) Council Member Bestpitch moved that the Council concur in the abovementioned recommendation. The motion was seconded by Council Member Price. Following discussion, the Administration requested to report its findings at the next annual Stockholder Meeting on Monday, June 17, 2019, regarding a possible expansion of the Board of Directors of the Greater Roanoke Transit Company from seven to nine members, which would include Roanoke County as a regional user and a Citizen at Large representative, respectively. Furthermore, also study creation of an Advisory Council consisting of citizens and bus operators to provide input to the GRTC Board of Directors. The General Counsel instructed to research the State Code to determine whether action by the Greater Roanoke Transit Company Board of Directors required a super majority vote. ELECTION OF OFFICERS: The Mayor opened the floor for nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2018 to fill the criteria as set forth below: • Two Members of City Council • Two City Staff Members • One Physically Challenged Representative • Two Regional Representatives Council Member Bestpitch placed in nomination the following persons as set forth by criteria: • Two Members of City Council Council Members William D. Bestpitch and Anita J. Price • Two City Staff Members Mark D. Jamison, Manager, Transportation Michael B. Shockley, Director, General Services • One Physically Challenged Representative Karen Michalski - Karney, Executive Director, Blue Ridge Independent Living Center • Two Regional Representatives City of Salem — to be determined Town of Vinton to be determined There being no further nominations, the following persons reelected as members of the Greater Roanoke Transit Company Board of Directors for one -year terms of office, commencing, July 1, 2018 and ending June 30, 2019, by the following vote: FOR COUNCIL MEMBERS BESTPITCH AND PRICE, MESSRS. JAMISON AND SHOCKLEY, AND MS. MICHALSKI- KARNEY: Council Members Bestpitch, Ferris, Garland, Price, and Mayor Lea -5. (Council Members Dykstra and Trinkle were absent.) NEW BUSINESS: The General Manager of Valley Metro introduced Ronnie Parker, Assistant General Manager of Valley Metro. There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:46 p.m. APPROVED: Sherman P. Lea, Sr. Mayor ATTEST: Stephanie M. Moon no s City Clerk SPECIAL STOCKHOLDER MEETING OF THE GREATER ROANOKE TRANSIT COMPANY July 2, 2018 A special meeting of the Stockholder of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr., on Monday, July 2, 2018, at 2:46 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary. PRESENT: Council Members William D. Bestpitch, Michelle L. Dykstra, , John A. Garland, Djuna L. Osborne, Anita J. Price, and Mayor Sherman P. Lea, Sr. -6. ABSENT: Vice -Mayor Joseph L. Cobb -1. Also present were Robert S. Cowell, Jr., City Manager/Vice President of Operations, GRTC; Sherman M. Stovall, Assistant City Manager for Operations /Assistant Vice - President of Operations, GRTC; Daniel J. Callaghan, City Attorney /General Counsel, GRTC; and Stephanie M. Moon Reynolds, City Clerk /Secretary, GRTC. The Mayor declared the existence of a quorum. Mayor Lea stated that the purpose of the meeting was to appoint a regional representative from the City of Salem and Town of Vinton, respectfully, and ratify appointments of William D. Bestpitch and Anita James Price, as Council Member representatives, Mark Jamison and Michael B. Shockley, as City of Roanoke staff representatives, and Karen Michalski - Karney as the representative of the Physically Challenged Community, for one -year terms of office on the Board. Council Member Garland placed in nomination Melinda Payne, City of Salem; and Richard "Pete" Peters, Town of Vinton, as regional user representatives on the Greater Roanoke Transit Company Board of Directors, for terms of one year, each, commencing July 1, 2018 and ending June 30, 2019. The motion was seconded by Council Member Price and adopted by the following: AYES: Council Members Bestpitch, Dykstra, Garland, Osborne, Price, and Mayor Lea -6. NAYS: None -0. (Vice -Mayor Cobb was absent.) Council Member Bestpitch moved that the Council ratify the appointment of the other five Board Members for terms of one year, each, commencing July 1, 2018 and ending June 30, 2019, by the following vote: AYES: Council Members Bestpitch, Dykstra, Garland, Osborne, Price, and Mayor Lea -6. NAYS: None -0. (Vice -Mayor Cobb was absent.) There being no further business, the special meeting was adjourned at 2:51 p.m. APPROVED: fJ Sherman P. Lea, Sr. Mayor ATTEST: 7Re '1Step anie M. Moo ds City Clerk SPECIAL STOCKHOLDER MEETING OF THE GREATER ROANOKE TRANSIT COMPANY January 22, 2019 A special meeting of the Stockholder of the Greater Roanoke Transit Company (represented by the Roanoke City Council) was called to order by Mayor Sherman P. Lea, Sr., on Tuesday, January 22 2019, at 6:37 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary. PRESENT: Council Members William D. Bestpitch, Joseph L. Cobb, Michelle L. Davis, Djuna L. Osborne, Anita J. Price, Patricia White -Boyd and Mayor Sherman P. Lea, Sr. -7. ABSENT: None. Also present were Robert S. Cowell, Jr., City Manager/Vice President of Operations, GRTC; Sherman M. Stovall, Assistant City Manager for Operations /Assistant Vice - President of Operations, GRTC; Daniel J. Callaghan, City Attorney /General Counsel, GRTC; Cecelia F. McCoy, Deputy City Clerk /Assistant Secretary, GRTC; Kevin Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. The Mayor declared the existence of a quorum. At this point, Council Member Davis left the meeting at 6:39 p.m. due to a personal conflict of interest in connection with the matter as stated below. Prior to stating the purpose of the meeting, Mayor Lea advised that on Monday, January 7, City Council adopted Resolution No. 41351 - 010719 authorizing waiver of notice requirement for a special meeting of the Stockholder of Greater Roanoke Transit Company, on behalf of the City as the sole Stockholder of GRTC. He then stated the purpose of the meeting was to discuss, consider, and act upon any recommendations of the Board of Directors of GRTC with respect to the acquisition of four (4) parcels of real property within the City of Roanoke, Virginia (i) owned by Brandon, Woody and Booker, LLC and described as (a) 0 Salem Avenue, S.W., bearing Official Tax Map No. 1010113, and (b) 325 Salem Avenue, S.W., bearing Official Tax Map No. 1010115; and (ii) owned by The Brandon Company Incorporated and described as (a) 0 Salem Avenue, S.W., - bearing Official Tax Map No. 1010121, and (b) 0 Salem Avenue, S.W., bearing Official Tax Map No. 1010122; and the disposition of real estate owned by GRTC, located in the area of Salem Avenue, S.W., and Campbell Avenue, S.W., in Roanoke, Virginia, and generally known as Campbell Court, and bearing Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118, 1011119, 1011120, 1011122, and 1011129. The Mayor called attention to an acknowledgement by Council Member Davis regarding a personal conflict of interest in connection with the proposed sale of Campbell Court, adding she had not participated in any discussions or plans to vote on the abovementioned matter. EXCHANGE OF REAL ESTATE BETWEEN THE CITY OF ROANOKE AND GREATER ROANOKE TRANSIT COMPANY: The City Attorney transmitted a resolution approving of the disposition of Campbell Court as set forth in the Agreement for the Exchange of Real Estate Between the City of Roanoke, Virginia ( "City ") and Greater Roanoke Transit Company ( "GRTC ") ( "City and GRTC Exchange Agreement "), as recommended by the GRTC Board; ratifying, approving, and authorizing the actions of the GRTC Board to (i) authorize the President and General Manager of GRTC to execute the City and GRTC Exchange Agreement; and (ii) authorize the President and/or General Manager to execute such further documents and take such further actions as may be necessary to accomplish the sale of real property and the acquisition of real property; and authorizing the City Manager or the Mayor to execute a certification that the City, as Stockholder of GRTC, approves of the disposition of Campbell Court, as recommended by the Board of GRTC, and in accordance with the proposed City and GRTC Exchange Agreement, which abovementioned Resolution No. 41364- 012219 was adopted. (6 -0, with Council Member Davis being absent.). There being no further business the Special Meeting was adjourned at 6:44 p.m. APPR D: Sherman P. Lea, Sr. Mayor ATTEST: ezajt ,,,,�. MCOLcp Cecelia F. McCoy Deputy City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 17, 2019 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr. at 1:30 p.m., on Monday, June 17, 2019, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Joseph L. Cobb, Michelle L. Davis (arrived late), Djuna L. Osborne, Anita J. Price, and Mayor Sherman P. Lea, Sr. -5. ABSENT: Council Member Patricia White- Boyd -1. Also present were Daniel J. Callaghan, GRTC General Counsel /City Attorney; Stephanie M. Moon Reynolds, GRTC Secretary/City Clerk; Kevin Price, General Manager, Valley Metro; and Ronnie Parker, Assistant Manager, Valley Metro. The Mayor declared the existence of a quorum. MINUTES: Annual Stockholder meeting held on Monday, June 18, 2018; and Special Meetings of Stockholder held on Monday, July 2, 2018, and Tuesday, January 22, 2019. Without objection by the Council, the Mayor advised that the reading of the minutes of the Annual Stockholder meeting held on Monday, June 18, 2018; and Special Meetings of Stockholder held on Monday, July 2, 2018, and Tuesday, January 22, 2019, would be dispensed with and approved as submitted. STATEMENT OF PURPOSE: The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. He stated that purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for one -year terms of office, each, commencing July 1, 2019. ELECTION OF OFFICERS: At this point, Council Member Davis entered the meeting. (1:36 p.m.) The Mayor opened the floor for nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2019 to fill the criteria as set forth below: • Two Members of City Council • Two City Staff Members • One Physically Challenged Representative • Two Regional Representatives Council Member Bestpitch placed in nomination the following persons as set forth by criteria: Two Members of City Council Council Members William D. Bestpitch and Anita J. Price Two City Staff Members Robert K. Bengtson, Director, Public Works Reeves "RB" Lawhorn, Manager, Management and Budget One Physically Challenged Representative Karen Michalski - Karney, Executive Director, Blue Ridge Independent Living Center Two Regional Representatives City of Salem — Melinda J. Payne Town of Vinton — Richard "Pete" Peters There being no further nominations, the following persons reelected /elected as members of the Greater Roanoke Transit Company Board of Directors for one -year terms of office, commencing, July 1, 2019 and ending June 30, 2020, by the following vote: FOR COUNCIL MEMBERS BESTPITCH AND PRICE, MESSRS. BENGTSON, LAWHORN AND PETERS, AND MS. MICHALSKI- KARNEY AND MS. PAYNE: Council Members Bestpitch, Cobb, Davis, Osborne, Price, and Mayor Lea -6. (Council Member White -Boyd was absent.) There being no further business, the Mayor declared the Annual Meeting of the Stockholder adjourned at 1:48 p.m. APPROVED: ATTEST: Sherman P. Lea, Sr. Stephanie M. Moo Rey olds Mayor City Clerk SPECIAL STOCKHOLDER MEETING OF THE GREATER ROANOKE TRANSIT COMPANY September 16, 2019 A special meeting of the Stockholder of the Greater Roanoke Transit Company (represented by the Roanoke City Council) was called to order by Mayor Sherman P. Lea, Sr., on Monday, September 16, 2019, at 6:30 p.m., in the City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, pursuant to written notification by the Secretary. PRESENT: Council Members William D. Bestpitch, Joseph L. Cobb, Michelle L. Davis, Djuna L. Osborne, Anita J. Price, Patricia White -Boyd and Mayor Sherman P. Lea, Sr. -7. ABSENT: None. Also present were Robert S. Cowell, Jr., City Manager/Vice President of Operations, GRTC; Sherman M. Stovall, Assistant City Manager for Operations /Assistant Vice - President of Operations, GRTC; Daniel J. Callaghan, City Attorney /General Counsel, GRTC; Stephanie M. Moon Reynolds, City Clerk, GRTC; Kevin Price, General Manager, Valley Metro; and Ronnie Parker, Assistant General Manager, Valley Metro. The Mayor declared the existence of a quorum. Mayor Lea stated the purpose of the special meeting was to discuss, consider, and act upon any recommendations of the Board of Directors of Greater Roanoke Transit Company with respect to a proposed First Reinstated Agreement for the Exchange of four parcels of Real Property within the City Of Roanoke; and disposition of Real Estate owned by Greater Roanoke Transit Company, located in the area of Salem Avenue and Campbell Avenue, S. W., generally known as Campbell Court. Mayor Lea stated Council Member Davis' conflict of interest no longer existed and she may participate in the matter involving the proposed redevelopment of Campbell Court. AUTHORIZATION TO APPROVE THE DISPOSITION OF CAMPBELL COURT AS SET FORTH IN THE FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE BETWEEN THE CITY OF ROANOKE AND GREATER ROANOKE TRANSIT COMPANY: The City Attorney transmitted a resolution approving of the disposition of Campbell Court as set forth in the First Reinstated Agreement for the Exchange of Real Estate Between the City of Roanoke, Virginia ( "City ") and Greater Roanoke Transit Company ( "GRTC ") ( "Reinstated Agreement "), as recommended by the GRTC Board; ratifying, approving, and authorizing the actions of the GRTC Board to (i) authorize the President and General Manager of GRTC to execute the Reinstated Agreement; and (ii) authorize the President and/or General Manager to execute such further documents and take such further actions as may be necessary to accomplish the sale of real property and the acquisition of real property; and authorizing the City Manager or the Mayor to execute a certification that the City, as Stockholder of GRTC, approves of the disposition of Campbell Court, as recommended by the Board of GRTC, and in accordance with the proposed Reinstated Agreement, which abovementioned Resolution No. 41565-091619 was adopted. There being no further business the Special Meeting was adjourned at 6:38 p.m. APPROVED: ATTEST: erman P. Lea, Sr. �phani . Mo Reol�d Mayor City Clerk s STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 15, 2020 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr. at 1:30 .m. on Monday, June 15, 2020, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, with participation by Stockholders by electronic communication as permitted and authorized by Virginia Code Section 2.2-3708.0(A)(3), Ordinance No. 41703-032720 for the purpose of electing Directors of the Greater Roanoke Transit Company. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Joseph L. Cobb, Michelle L. Davis, Anita J. Price, Patricia White-Boyd and Mayor Sherman P. Lea, Sr.-6. ABSENT: Council Member Djuna L. Osborne-1. Also present were Daniel J. Callaghan, GRTC General Counsel/City Attorney; Cecelia F. McCoy, GRTC Secretary/City Clerk; Kevin Price, General Manager, Valley Metro; and Ronnie Parker, Assistant Manager, Valley Metro. The Mayor declared the existence of a quorum. MINUTES: Annual Stockholder's meeting held on Monday, June 17, 2019; and Special Meetings of Stockholder held on Monday, September 16, 2019. Without objection by the Council, the Mayor advised that the reading of the minutes of the Annual Stockholder's meeting held on Monday, June 17, 2019; and Special Meetings of Stockholder held on Monday, September 16, 2019, would be dispensed with and approved as submitted. STATEMENT OF PURPOSE: The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used b those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. He stated that purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for one-year terms of office, each, commencing July 1, 2020. ELECTION OF DIRECTORS: The Mayor opened the floor for nominations for the election of Directors of mow the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2020 to fill the criteria as set forth below: • Two Members of City Council • Two City Staff Members • One Physically Challenged Representative • Two Regional Representatives Council Member Bestpitch placed in nomination the following persons as set forth by criteria: • Two Members of City Council Council Members Anita J. Price and Michelle L. Davis • Two City Staff Members Reeves "RB" Lawhorn, Manager, Management and Budget D'Wayne D'Ardenne, Manager of Transportation One Physically Challenged Representative Karen Michalski-Karney, Executive Director, Blue Ridge Independent Living Center • Two Regional Representatives City of Salem — Melinda J. Payne Town of Vinton — Anne Cantrell There being no further nominations, the following persons reelected/elected as members of the Greater Roanoke Transit Company Board of Directors for one-year terms of office, commencing, July 1, 2020 and ending June 30, 2021, by the following vote: FOR COUNCIL MEMBERS PRICE AND DAVIS, MESSRS. LAWHORN AND D'ARDENNE AND MS. CANTRELL, AND MS. MICHALSKI-KARNEY AND MS. PAYNE: Council Members Bestpitch, Cobb, Davis, Price, White-Boyd and Mayor Lea-6. (Council Member Osborne was absent.) There being no further business, the Mayor declared the Annual Meeting of the Stockholder adjourned at 1:41 p.m. APPROVED: ATTEST: / A ww-,&r c� Sherman P. Lea, Sr. Cecelia F. McCoy "� Mayor City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 21, 2021 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr. at 1:30 p.m., on Monday, June 21, 2021, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, with participation by Stockholders. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Joseph L. Cobb, Robert L. Jeffrey, Jr., Stephanie Moon Reynolds, Patricia White-Boyd and Mayor Sherman P. Lea, Sr.-6. ABSENT: Council Member Vivian Sanchez-Jones-1. Also present were Laura Carini, GRTC Assistant General Counsel/Senior Assistant City Attorney; Cecelia F. McCoy, GRTC Secretary/City Clerk; Kevin Price, General Manager, Valley Metro; and Ronnie Parker, Assistant Manager, Valley Metro. The Mayor declared the existence of a quorum. MINUTES: Annual Stockholder's meeting held on Monday, June 15, 2020. Without objection by the Council, the Mayor advised that the reading of the minutes of the Annual Stockholder's meeting held on Monday, June 15, 2020, would be dispensed with and approved as submitted. STATEMENT OF PURPOSE: The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary e to be used by those Council Members acting as the Stockholder at any Greater rRoanoke Transit Company Stockholders Meeting. He stated that purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for one-year terms of office, each, commencing July 1, 2021. ELECTION OF DIRECTORS: The Mayor opened the floor for nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one year each, commencing July 1, 2021 to fill the criteria as set forth below: • Two Members of City Council • Two City Staff Members • One Physically Challenged Representative • Two Regional Representatives Vice Mayor Patricia White-Boyd placed in nomination the following persons as set forth by criteria: • Two Members of City Council: Council Members Joseph L. Cobb and Vivian Sanchez-Jones • Two City Staff Members: D'Wayne D'Ardenne, Manager of Transportation Kathleen "Katie" Davis, Budget Business Analyst • Two Regional Representatives: City of Salem — H. Robert Light Town of Vinton — Anne Cantrell WMW • One Physically Challenged Representative: Karen Michalski-Karney, Executive Director, Blue Ridge Independent Living Center There being no further nominations, the following persons reelected/elected as members of the Greater Roanoke Transit Company Board of Directors for one-year terms of office, commencing, July 1, 2021 and ending June 30, 2022, by the following vote: FOR COUNCIL MEMBERS COBB AND SANCHEZ-JONES, MS. DAVIS AND MESSR. D'ARDENNE; MS. CANTRELL AND MESSR. LIGHT; AND MS. MICHALSKI- KARNEY: Council Members Bestpitch, Cobb, Jeffrey, Moon Reynolds, White- Boyd and Mayor Lea-6. (Council Member Sanchez-Jones was absent.) There being no further business, the Mayor declared the Annual Meeting of the Stockholder adjourned at 1:36 p.m. APPROVED: �; ATTEST: raw T" (—e an P. Lea, Sr. Cecelia F. McCoy Mayor City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 21, 2022 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr., at 1:30 p.m., on Tuesday, June 21, 2022, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, with participation by Stockholders. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members William D. Bestpitch, Joseph L. Cobb, Stephanie Moon Reynolds, Anita James Price, Vivian Sanchez-Jones, Patricia White-Boyd and Mayor Sherman P. Lea, Sr. -7. ABSENT: None-0. Also present were Timothy R. Spencer, GRTC General Counsel and Registered Agent; Laura Carini, GRTC Assistant General Counsel/Senior Assistant City Attorney; Cecelia F. McCoy, GRTC Secretary/City Clerk; Kevin Price, General Manager, Valley Metro; and Ronnie Parker, Assistant Manager, Valley Metro. The Mayor declared the existence of a quorum. MINUTES: Annual Stockholder's meeting held on Monday, June 21, 2021. Without objection by the Council, the Mayor advised that the reading of the minutes of the Annual Stockholder's meeting held on Monday, June 21, 2021, would be dispensed with and approved as submitted. STATEMENT OF PURPOSE: The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. Mayor Lea stated that purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for one-year terms of office, each, commencing July 1, 2022. ELECTION OF DIRECTORS: The Mayor opened the floor for nominations for the election of Directors of _ the Greater Roanoke Transit Company for terms of one-year each, commencing July 1, 2022 to fill the criteria as set forth below: • Two Members of City Council • Two City Staff Members • Two Regional Representatives (Town of Vinton and City of Salem) • One Physically Challenged Representative Vice Mayor Patricia White-Boyd placed in nomination the following persons as set forth by criteria: • Two Members of City Council: Council Members Joseph L. Cobb and Vivian Sanchez-Jones • Two City Staff Members: D'Wayne D'Ardenne, Manager of Transportation Paul Workman, Budget Manager, Department of Management and Budget • Two Regional Representatives: City of Salem — H. Robert Light _ Town of Vinton — Nathan McClung • One Physically Challenged Representative: Karen Michalski-Karney, Executive Director, Blue Ridge Independent Living Center There being no further nominations, the following persons were reelected/elected as members of the Greater Roanoke Transit Company Board of Directors for one-year terms of office, commencing, July 1, 2022 and ending June 30, 2023, by the following vote: FOR COUNCIL MEMBERS COBB AND SANCHEZ-JONES, MESSRS. D'ARDENNE. WORKMAN. LIGHT, MCCLUNG; AND MS. MICHALSKI-KARNEY: Council Members Bestpitch, Cobb, Moon Reynolds, Price, Sanchez-Jones, White- Boyd and Mayor Lea-7. There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:34 p.m. APPROV D: ATTEST: et el-el- -; V211-69? •••••••14 Merman P. Lea, Sr. Cecelia F. McCoy Mayor City Clerk STOCKHOLDER'S MEETING OF THE GREATER ROANOKE TRANSIT COMPANY June 20, 2023 The Annual Meeting of the Stockholders of the Greater Roanoke Transit Company was called to order by Mayor Sherman P. Lea, Sr., at 1:30 p.m., on Tuesday, June 20, 2023, in the Roanoke City Council Chamber, fourth floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia, with participation by Stockholders. PRESENT: The sole Stockholder, City of Roanoke, was present being represented by the Mayor and Members of City Council, i.e.: Council Members Vivian Sanchez-Jones, Joseph L. Cobb, Patricia White-Boyd, Peter J. Volosin, Stephanie Moon Reynolds, and Mayor Sherman P. Lea, Sr. -6. ABSENT: Luke W. Priddy -1. Also present were Timothy R. Spencer, GRTC General Counsel and Registered Agent; Cecelia F. McCoy, GRTC Secretary/City Clerk; Kevin Price, General Manager, Valley Metro; and Ronnie Parker, Assistant Manager, Valley Metro. The Mayor declared the existence of a quorum. MINUTES: Annual Stockholder's meeting held on Tuesday, June 21, 2022. Without objection by the Council, the Mayor advised that the reading of the minutes of the Annual Stockholder's meeting held on Tuesday, June 21, 2022, would be dispensed with and approved as submitted. STATEMENT OF PURPOSE: The Mayor referred to Resolution No. 21838 adopted by the Council of the City of Roanoke on Monday, September 30, 1974, authorizing a majority of the Members of the Council of the City of Roanoke to act on behalf of the City of Roanoke as the sole Stockholder of the Greater Roanoke Transit Company, and providing for the parliamentary procedure to be used by those Council Members acting as the Stockholder at any Greater Roanoke Transit Company Stockholders Meeting. Mayor Lea stated that purpose of the meeting was to entertain nominations for the election of Directors of the Greater Roanoke Transit Company for one-year terms of office, each, commencing July 1, 2023. ELECTION OF DIRECTORS: The Mayor opened the floor for nominations for the election of Directors of the Greater Roanoke Transit Company for terms of one-year each, commencing July 1, 2023 to fill the criteria as set forth below: • Two Members of City Council • Two City Staff Members • Two Regional Representatives (Town of Vinton and City of Salem) • One Physically Challenged Representative Vice Mayor Patricia White-Boyd placed in nomination the following persons as set forth by criteria: • Two Members of City Council: Council Members Joseph L. Cobb and Vivian Sanchez-Jones • Two City Staff Members: D'Wayne D'Ardenne, Manager of Transportation *The Second Staff Representative to be determined at a later date. • Two Regional Representatives: City of Salem — H. Robert Light Town of Vinton —Andrew Keen • One Physically Challenged Representative: Karen Michalski-Karney, Executive Director, Blue Ridge Independent Living Center There being no further nominations, the following persons were reelected/elected as members of the Greater Roanoke Transit Company Board of Directors for one-year terms of office, commencing, July 1, 2023 and ending June 30, 2024, by the following vote: FOR COUNCIL MEMBERS COBB AND SANCHEZ-JONES, MESSRS. D'ARDENNE, LIGHT, KEEN; AND MS. MICHALSKI-KARNEY: Council Members Sanchez-Jones, Cobb, White-Boyd, Volosin, Moon Reynolds, and Mayor Lea, Sr. - 6. Council Member Luke W. Priddy was absent -1. There being no further business, the Mayor declared the Annual Meeting of the Stockholders adjourned at 1:35 p.m. APP ED: ATTEST: • (--m-i-ecr erman P. Lea, Sr. Cecelia F. McCoy Mayor City Clerk