Present: All the Justices 

BOARD OF SUPERVISORS OF POWHATAN COUNTY 

OPINION BY JUSTICE ROSCOE B. STEPHENSON, JR. 

v. Record No. 942142 

 November 3, 1995 

REED'S LANDING CORPORATION 

FROM THE CIRCUIT COURT OF POWHATAN COUNTY 

Thomas V. Warren, Judge 

 Pursuant to Virginia's conditional zoning statutes, Code 

§ 15.1-491.1 et seq., a locality is empowered to enact a zoning 

ordinance that "may include and provide for the voluntary 

proffering . . . by [a zoning applicant] of reasonable 

conditions," Code §§ 15.1-491.2 and -491.2:1, "for the protection 

of the community," Code § 15.1-491.1. The dispositive issue in 

this appeal is whether, under the facts and circumstances of this 

case, the demand of a cash proffer by the Board of Supervisors of 

Powhatan County (the Board) violates Code § 15.1-491.2:1. 

 I 

 Reed's Landing Corporation (the Developer) filed a petition 

for declaratory judgment against the Board, seeking a declaration 

that the Board unlawfully denied the Developer's rezoning 

application. The Developer alleged that the Board unlawfully 

conditioned the rezoning upon a proffer of a cash payment. 

 After hearing the evidence ore tenus, the trial court found 

that the Board did act unlawfully by conditioning the rezoning 

upon the proffer of a cash payment and directed the Board to 

reconsider the Developer's rezoning application in the light of 

the court's finding. The Board appeals. 

 II 
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 According to well-established principles of law, we must 

view the evidence in the light most favorable to the Developer, 

the prevailing party at trial. In 1983, Powhatan County enacted 

its zoning ordinance. Article 18, entitled "CONDITIONAL ZONING," 

provides, in pertinent part, that a zoning applicant may request 

conditional zoning "by voluntary proffer . . . of reasonable 

conditions." Article 18 also provides that the rezoning must 

give rise to the need for the conditions and that the conditions 

must have a reasonable relation to the rezoning. 

 On June 30, 1993, the Developer sought the rezoning of 

approximately 233 acres of land from an agricultural (A-1) zoning 

classification to a single-family residential (R-1) zoning 

classification. The Developer's rezoning application met all 

requirements of the County's zoning ordinance and for an R-1 

classification. 

 At the public hearing on the rezoning application, 

conducted by the Powhatan County Planning Commission on August 3, 

1993, no one appeared in opposition to the Developer's request. 

The planning staff recommended approval of the rezoning, and the 

planning commission later unanimously recommended its approval. 

On August 9, 1993, however, the Board adopted "proffer 

guidelines" which set forth a "recommended" proffer of $2,439 per 

lot "to help defray costs of capital facilities related to new 

development." 

 The Developer's rezoning application first came before the 
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Board on September 13, 1993. At that time, the Developer 

proffered a cash payment "under protest," but the Board deferred 

the matter to its October 11, 1993 meeting. 

 At the October 11, 1993 Board meeting and public hearing on 

the Developer's rezoning application, no member of the public 

spoke in opposition to the rezoning request. It was apparent, 

however, that the Board would not approve the rezoning request 

unless the Developer agreed to pay $2,439 per lot, even though 

the Developer's counsel asserted that the cash proffer demand was 

illegal. The Developer refused to yield to the Board's demand, 

and the Board denied the rezoning request. 

 At trial, the County's Director of the Department of 

Planning and Community Development testified that a cash proffer 

of $2,439 per lot was "expected" prior to the approval of 

residential rezoning. He also testified that, since the Board 

adopted the proffer guidelines in August 1993, virtually no R-1 

rezonings had been approved without the cash proffer. 

 In his letter opinion, the trial judge recognized that Code 

§ 15.1-491.2:1 enabled the Board to accept "voluntary" proffers 

from applicants requesting a zoning change. He found, however, 

that "the sole reason for denial of [the Developer's] request was 

its failure or refusal to proffer $2439 per lot." The judge 

concluded, therefore, that "[t]he County is clearly imposing an 

impact fee not authorized by statute and which it is without 

power to impose." 
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 III 

 Boards of supervisors, like other local governing bodies, 

have only those powers that the General Assembly, expressly or by 

necessary implication, confers upon them. Board of Supervisors

v. Horne, 216 Va. 113, 117, 215 S.E.2d 453, 455 (1975); Gordon v. 

Fairfax County, 207 Va. 827, 832, 153 S.E.2d 270, 274 (1967); 

Board of Supervisors v. Corbett, 206 Va. 167, 174, 142 S.E.2d 

504, 509 (1965). If there is a reasonable doubt whether 

legislative power exists, the doubt must be resolved against the 

local governing body. City of Richmond v. Confrere Club of 

Richmond, 239 Va. 77, 79-80, 387 S.E.2d 471, 473 (1990); 

Winchester v. Redmond, 93 Va. 711, 714, 25 S.E. 1001, 1002 

(1896). However, when an enabling statute is clear and 

unambiguous, its intent is determined from the plain meaning of 

the words used, and, in that event, neither rules of construction 

nor extrinsic evidence may be employed. Confrere Club of 

Richmond, 239 Va. at 80, 387 S.E.2d at 473; Marsh v. City of 

Richmond, 234 Va. 4, 11, 360 S.E.2d 163, 167 (1987). 

 A plain reading of Code § 15.1-491.2:1 in the light of the 

foregoing principles of law demonstrates that a county is not 

empowered to require a specified proffer as a condition precedent 

to a rezoning. The statute clearly states that proffers of 

conditions by a zoning applicant must be made voluntarily. 

 In the present case, the trial court found that the sole 

reason the Board denied the rezoning request was the Developer's 
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refusal to proffer $2,439 per lot, a finding fully supported by 

the evidence. Therefore, under the facts presented, the proffer 

constituted a condition precedent and was not voluntary within 

the meaning of the statute. Consequently, we hold, as did the 

trial court, that the Board imposed an unlawful condition on the 

Developer.*

T

 IV 

 Accordingly, we will affirm the trial court's judgment and 

remand the case to the trial court with directions that it remand 

the matter to the Board for reconsideration of the Developer's 

rezoning application consistent with this opinion. 

Affirmed and remanded. 

 

 *It is interesting to note that, since the enactment of Code 

§ 15.1-491.2:1, the General Assembly has rejected all efforts to 

grant to localities greater power to charge landowners and 

developers with the capital costs associated with residential 

growth. See, e.g., S.B. 788, 1989 Sess. (no action taken); S.B. 

 340, 1992 Sess. (passed by Senate, but stricken from House 

docket by Committee on Counties, Cities and Towns in 1993); H.B. 

1138, 1992 Sess. (passed by indefinitely by Committee on 

Counties, Cities and Towns); H.B. 2323, 1993 Sess. (passed by 

indefinitely by Committee on Counties, Cities and Towns).