Winnsboro EDC reviews amendments to articles of incorporation and bylaws on board makeup, conflicts and appointment process

Members of the Winnsboro Economic Development Corporation at a workshop considered proposed amendments to align the corporation’s articles of incorporation with its bylaws, focusing on board composition, member-class terminology, conflict-of-interest rules and a structured vacancy appointment process.

The discussion matters because the definitions and procedures govern who can serve on the EDC board, how vacancies are filled and whether former board members or their relatives are eligible for city financial incentives — issues that affect downtown economic development and recruitment of board members.

A staff member explained that the articles of incorporation establish the legal entity and that bylaws set operational rules, and recommended cleaning inconsistent language so the two documents match. The staff member noted that amendments to the articles would require review by counsel and a filing with the secretary of state.

The workshop highlighted three main areas:

Board composition and member classes: The articles currently require exactly three council-member seats while the bylaws allow a range (for example, “at least two, no more than three”). Participants discussed whether to use “city class” rather than “council member class” to clarify whether seats are limited to elected officials or may include city staff. The group indicated a preference for the term “city class” and for “citizen class” (rather than “citizen member class”) to reduce inconsistent terminology. Participants also discussed possible formulas for how many governing-body members must serve (options included "1 to 3" and "at least 2, no more than 3"); staff said they will rework seat definitions and return a final proposed revision for the board and city council to review.

Conflict-of-interest provisions and eligibility for incentives: Board members reviewed language that had made former board members ineligible for certain financial incentives for one year after service. Participants agreed to remove the one-year post-service ineligibility and to clarify that where a board member has a direct, personal financial interest in an item, the member must abstain from discussion and voting. The staff member said the articles mention a general conflict prohibition but that the operational details belong in the bylaws and should be clarified there.

Vacancy appointments and scoring process: Staff proposed a structured vacancy-review committee for each vacancy, listing possible participants (EDC president, vice president, human resources director, mayor or mayor pro tem, EDC director, Main Street coordinator), and recommended an odd-numbered panel. The committee would advertise vacancies, accept applications, optionally interview candidates, and score applicants against stated criteria. The group agreed that HR would tabulate scores and share results for accountability. They also agreed to change language so the EDC would present a recommended candidate to the city council (rather than the committee directly sending the highest-scoring applicant to council without EDC review).

Scoring weights discussed and recorded by staff were: years of residence in Winnsboro or its extraterritorial jurisdiction (15 points); executive skills and financial experience (25 points); network and connections (20 points); prior relevant civic/business/nonprofit/economic-development experience (20 points); passion and fit for the EDC mission (20 points). Staff said the highest-scoring applicant would be presented as the recommended candidate; city council retains final appointment authority.

Other procedural clarifications: Participants discussed whether the mayor may remain in an appointed seat after stepping down from elected office; the staff member said she could not, because the seat was designated for members of the governing body. The staff member also noted that some items belong in bylaws (vacancy procedures, staggering of terms) rather than in the articles and that she removed or left intact language based on which document was the appropriate place.

Next steps: Staff will draft aligned amendments to the articles of incorporation and the bylaws, reflecting the agreed terminology, conflict provisions, vacancy-review structure and scoring system, and return the proposal for further review and, where required, council action. The staff member reminded the group that amending the articles requires counsel review and a filing with the secretary of state. No formal vote or adoption occurred during the workshop; participants treated the meeting as a working discussion to shape draft language.