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M Martinsville A CITY WITHOUT LIMITS February 28, 2006 John W. Swezey, Esq. Counsel to the West Piedmont Planning District Commission 227 Starling Avenue Martinsville, Virginia 24112 Re: Request for a Resolution by the PDC Directing the Creation of a Corporation to Acquire, Own and Operate the Cable Television System of Martinsville and Henry Dear John: In connection with our earlier discussions, and as you and the West Piedmont Planning District (the "PDC") requested in our discussions and last week at the PDC's meeting, today the City of Martinsville ("Martinsville") adopted the attached resolution requesting the PDC, pursuant to its authority under the Regional Cooperation Act, Va. Code Ann, 9 15.2-4200 to -4222 (2005) (the "RCA"), to pass a resolution directing that a Virginia nonstock corporation (the "Company") be created to acquire, own and operate the existing cable television system (the "Cable Television System") serving Martinsville and the County of Henry ("Henry"). Upon the passage of such a resolution by either the PDC or its Executive Committee, acting with the powers and authority of the PDC pursuant to Va. Code Ann. 9 l5.2-4205.B.lO (and thank you very much for noting at last week's PDC meeting the Executive Committee's ability to act on behalf of the PDC), Martinsville officials and counsel will then undertake the incorporation of the Company under the Virginia Nonstock Corporation Act, Va. Code Ann. 99 13 .1-803 to -941 (2005) -- and there should be no need for any further action by the PDC. The requested resolution of the PDC is intended to be, and indeed should be, the only action on the part of the PDC with respect to the Company. The following paragraphs work to give a useful outline, as you had asked for, of the PDC's legal authority to participate in the creation of the Company. Additionally, attached here you will find two source documents concerning such authority, on the subject of the Attorney General opinions you recalled earlier: 1) the 1986 amendment to the RCA by the General Assembly that specifically grants planning district commissions the power to create corporations -- superceding statements in prior Attorney General opinions to the contrary __ and 2) the last of the contrary Attorney General opinions, issued in 1985. Under the RCA, at the request of one or rnore member localities, such as the request that has been made by Martinsville, the PDC is authorized "to participate in the creation of or I 55 West Church Street P.O. Box 1112 Martinsville. VA 24114-1112 276-403-5000 www.ci.martinsville.va.us