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February 28, 2006 Page 2 organization of nonprofit corporations to perform functions or operate programs in furtherance of the purposes of [the RCA]." Va, Code Ann. ~ 15.2-4207(C). The RCA' s stated purposes include: providing for the "economic and physical development of comrnunities and metropolitan areas on a sound and orderly basis, within a governmental framework and economic environment which will foster constructive growth and efficient administration," Va. Code Ann. ~ 15.2-4201.1; encouraging "regional cooperation and coordination with the goals of improved services to citizens and increased cost effectiveness of government activities," Va. Code Ann. ~ 15.2-4201.5; and encouraging and facilitating regional cooperation for "economic and physical infrastructure development," Va. Code Ann. ~ 4207(A)(i). The Cable Television System of Martinsville and Henry is a key facet of our localities' regional economy and physical infrastructure, such System having a value of several tens of millions of dollars. We believe that the Company, under the oversight of a board of directors including Martinsville officials, would own and operate the Cable Television System constructively and efficiently, on a sound and orderly basis in a way beneficial to the citizens of Martinsville and Henry, and that the Company's operation of the Cable Television System would additionally provide significant revenue to Martinsville. The existence and activities of the Company accordingly would further the stated objectives of the RCA -- by promoting constructive, efficient, regional economic and physical infrastructure development benefiting the citizens of Martinsville and Henry. Several opinions of the Attorney General of Virginia in the early and mid 1980s -- up through 1985 -- did state that the creation of corporations was beyond the authority of planning district commissions under the RCA. See, e,g., attached Op. Atty. Gen. Va. 233 at 5 (1985) ("Prior Opinions of this Office provide examples of activities found to be outside the authorized scope of a commission's planning function. Prohibited activities include the creation of corporations to perform service functions.") In 1986, however, the Virginia General Assembly specifically amended the RCA to grant planning districts the power to -- as the current statute reads as well -- "participate in the creation or organization of nonprofit corporations to perform functions or operate programs in furtherance of the purposes of [the RCA]." See attached Va. Acts 1986 Session, Chap. 164, ~ 15.1-1405(a) (current version at Va. Code Ann. ~ 15.2-4207(C) (2005)). The statutory language of the RCA, as specifically amended in 1986 and in its current form, gives clear authority to the PDC to participate in the creation of a nonprofit corporation in furtherance of the purposes of the RCA -- as Martinsville requests. As stated above, the only action Martinsville requests of the PDC is that the PDC, or its Executive Committee, pass a resolution directing that the Company be created. Upon passage of such a resolution, Martinsville officials and counsel will undertake the incorporation of the Company, and there should be no need for any further action by the PDC. Additionally, to address the question which we discussed last week as to whether there would be liability to the PDC stemming from the PDC's involvement in the creation of the Company, the resolution passed by Martinsville earlier today further states, at Resolved Paragraph 3: