Airport Board By-Laws

BY LAWS OF THE MOREHEAD – ROWAN COUNTY AIRPORT BOARD  

 ARTICLE I: OFFICE

The official office of the Morehead – Rowan County Airport Board in the Commonwealth of Kentucky shall be 1800 Rodney Hitch Boulevard, Morehead, Kentucky.

ARTICLE II: DIRECTORS AND APPOINTMENTS

In accordance with KRS 183.132(5), the Morehead – Rowan County Airport Board shall have ten directors appointed as follows:

(1)  Five directors shall be appointed by the Mayor of the City of Morehead, Kentucky.

(2)  Five directors shall be appointed by the Judge/Executive of Rowan County, Kentucky.

Each director shall serve for a term of four (4) years each and until their successors are appointed and qualified.

In considering appointments, the Board encourages the appointing authorities to appoint and have serving on the Board at any one time a minimum of four (4) qualified pilots.

ARTICLE III: BOARD OF DIRECTORS

1. Power 

The Board of Directors shall manage the general business affairs and activities of the Morehead – Rowan County Airport Board. In addition to all powers vested in the Board of Directors by law, it shall have the power to purchase or otherwise acquire, lease, sell, convey, transfer, assign, mortgage, pledge, or otherwise encumber or deal in any property, rights, interests or privileges, of the Board upon such terms and conditions for such price as the Board sees fit; to employ attorneys, accountants, consultants, and such employees as the Board deems necessary to carry out the uses and purposes of the Board; to borrow money for business purposes in the Board name and to execute any and all documents which may be necessary for said purposes.  As a Special Purpose Government Entity as defined in KRS 65A.010 the Board shall insure compliance with the provisions of KRS 65A.020-65A.100.

2. Compensation 

No compensation shall be paid to, nor received, by any director of the Board; however, directors shall be reimbursed for any actual and necessary expenses incurred by them in the conduct of the affairs of the Board.

3. Regular Meetings 

A regular meeting of the Board of Directors shall be held monthly on the last Thursday of each month at 6 PM.  The Board may on occasion change the date or time to accommodate holidays or the convenience of the majority of the members.     

4. Annual Meeting

An annual meeting of the Board of Directors shall be held in conjunction with the regular June meeting on the last Thursday of June at 6:00 PM of each year, if such day is not a legal holiday. If such day is a legal holiday, then the annual meeting shall be held on the next day not a legal holiday. The election of a Chair, Vice-Chair and Secretary/Treasurer shall be conducted as the final action item prior to adjournment of the annual meeting.  Officers elected shall serve in said offices commencing at the time of election and until the election of officers at the next annual meeting.   Such other business as may be necessary may be conducted at the annual meeting.

5. Special Meetings 

Special meetings of the Board of Directors may be held upon call by the Chair, or at the written request of not less than five Directors. The Secretary/Treasurer shall upon the request of the Chair, or upon the written request of not less than five Directors, give notice as much notice as possible of any special meeting to the Directors in writing but at least twenty-four hours prior to the special meeting.  Electronic notices to the members are acceptable.  The notice shall state the date, time, location and specific purpose of the special meeting.

6. Quorum and Proxies 

Six Directors shall constitute a quorum.  No proxies will be allowed.

7. Conduct of Meetings 

The Chair of the Board, or in his/her absence, the Vice-Chair, shall preside at the meetings of the Board of Directors.  The Secretary/Treasurer shall act as Secretary thereof.  In the event the Chair or Vice-Chair is not present at a meeting, the meeting may be chaired by any Director present, as chosen by those Directors in attendance.

8. Attendance 

Each individual Director’s attendance will be maintained for all regular and special called meetings by the Secretary/Treasurer. In the event that a Director should miss two consecutive meetings without notifying an Officer of the Board in advance of the meeting, a written communication of the absences will be sent by the Secretary on behalf of the Board of Directors to the individual Board Member.  If three consecutive missed meetings without proper notification then the Board shall initiate a written communication of the absences to the appointing agency regarding the Board Member.

ARTICLE IV: OFFICERS

1. Officers, Election and Term 

At the annual meeting of the Board of Directors, the Directors shall elect a Chair and Vice-Chair of the Board. The Directors shall also elect a Secretary/Treasurer who may or not be from among its membership.  The Board may also appoint an Assistant Secretary/Treasurer from its membership or external to the Board.

A Board member may not be elected as Chair more than four consecutive times.

2. Office of the Chair

The Chair shall preside at all meetings of the Board of Directors. He/she shall conduct the general supervision and management of the Board and oversee the general duties of the operation of the Board subject to the control of the Board of Directors. He/she shall have such special duties as may from time to time be prescribed by these by-laws or delegated by resolution of the Board of Directors. The Chair shall sign all documents on behalf of the Board of Directors as directed by the Board.  From time to time the Chair may delegate to another officer, in writing, signature authority in order to effectively manage the affairs of the Board.  Electronic communication is an acceptable means of delegating authority.

3. Office of the Vice-Chair 

The Vice-Chair shall discharge the duties of the Chair in his or her absence, or disability, and shall perform such other duties as may be assigned from time to time, by the Board of Directors.

4. Office of the Secretary/Treasurer 

The Secretary/Treasurer shall keep a complete and permanent record of all proceedings of the Board of Directors; he or she shall have general charge of the books and records of the Board; he or she shall countersign all deeds, leases, conveyances, and other papers and documents executed by the Board which require countersignature; he or she shall give notice of meeting as prescribed by these By-laws or delegated by resolution by the Board of Directors. The Secretary/Treasurer may delegate to the staff of the Board the day-to-day performance of the duties of the Secretary/Treasurer’s office. The Secretary/Treasurer shall be the fiscal agent of the Board and shall be responsible for keeping an accounting of all monies, credits, and property received by the Board, and all checks, disbursements, and indebtedness of the Board. He or she shall deposit all funds coming into his or her possession in such depositories as may from time to time be designated by the Board of Directors and shall keep accurate day-to-day accounts of all of the financial and fiscal affairs of the Board.The books and vouchers shall at all times be subject to examination by any Director and the legislative bodies by whom the board was created. The Secretary/Treasurer shall transmit at least once annually a detailed report of all acts and doings of the board to the legislative bodies by which the board was created.

The Secretary/Treasurer shall execute an officials and employees bond, which at all times shall be not less than $100,000. The cost of said bond shall be paid by the Board. The Secretary/Treasurer shall submit a monthly report at the regular meeting of the Board of Directors.

Audits, financial statements, and/or attestation engagements relating to the financial records of the Board shall be performed to comply with KRS 65A.030.

5. Vacancy of Office Holder

In the event of a vacancy in the office of Chair, Vice-Chair or Secretary/Treasurer the Board shall elect a new officer(s) at its next regular or special meeting. 

6. Compensation 

The Chair and Vice-Chair of the Board shall receive no compensation for their services as such.  The Secretary/Treasurer or Assistant Secretary/Treasurer shall receive no compensation for his or her services

if on the Board of Directors.  If the Secretary/Treasurer or Assistant Secretary/Treasurer is not on the Board of Directors, he or she may be compensated for his or her services.

7. Executive and Other Committees 

The Chair, Vice Chair, Secretary/Treasurer and immediate past Board chair, if a member of the Board, shall constitute the Executive Committee. This committee shall meet as needed to carry out operations that would be considered day-to-day operations or to insure operational efficiencies. Any actionable items taken by this committee shall be subject to ratification at the next regular meeting of the Board of Directors.  The Chair may create other standing or ad hoc committees to assist in the efficient and effective operation of the Board.

ARTICLE V: CONTRACTS, LOANS, CHECKS AND DEPOSITS

No officer or Director may enter into any contract or agreement in the name of or on behalf of the Board without the specific approval of the Board of Directors.

No officer or Director of the Board shall contract for any loan or obligation, or incur any indebtedness on behalf of or in the name of the Board, without the specific approval of the Board of Directors.

All checks, drafts, withdrawals, or other orders for the payment of money from the Board’s funds in excess of $500 shall be countersigned by any two Board Officers, or the Assistant Secretary/Treasurer if so delegated by the Board.  Electronic access to the financial bank accounts of the Board shall be held by the officers and Assistant Secretary/Treasurer, if so delegated by the Board.

All funds of the Board shall be deposited in such banks, lending institutions or other depositories as the Board of Directors may select. Any banks, lending institutions or other depositories as the Board of Directors may select will be approved at the annual meeting.

Authorized check signers will be the officers as outlined in Article IV.  Signature authority may also be delegated by Board action to the Assistant Secretary/Treasurer.  Check signing authority is automatically authorized with the officer’s election.

Investments shall be made in compliance with Kentucky Model Investment Act.

ARTICLE VI: FISCAL YEAR

The fiscal year of the Board shall be from July 1 to June 30.

ARTICLE VII: EXPENDITURE OF FUNDS

The Board of Directors shall approve an operating budget each year and prior to the start of the new fiscal year.  The budget shall reflect reasonable estimates of anticipated revenues and expenditures for the 12-month operating period beginning July 1 and ending June 30.  The Board may make amendments to the operating budget as necessary.  The Board of Directors shall supervise and have control over the expenditure of the funds of the Board. No funds, except for routine operating expenditures, shall be expended without the approval of the Board of Directors.  The Board may adopt other operating and procurement policies and procedures to govern its routine operations and the proper oversight and controls regarding the purchase of materials, supplies, goods and services including construction and professional services. 

ARTICLE VIII: EMPLOYEES  

The Board may employ necessary counsel, agents and employees to carry out its work and functions, and prescribe such rules and regulations, as it deems necessary.

ARTICLE IX: ETHICS CODE

The Board adopts and shall comply with the City of Morehead’s Ethics Code.

ARTICLE X: AMENDMENTS

The Board By-laws may be amended at any time by approval of two-thirds of the Board of Directors.

Revised September 30, 2010

Revised January 26, 2012

April 25, 2013

May 29, 2014