BY LAWS
OF THE
MOREHEAD - ROWAN COUNTY AIRPORT BOARD

 ARTICLE I: OFFICE

The registered office of the Morehead - Rowan County Airport Board in the Commonwealth of Kentucky shall be 630 Airport Road, Morehead, Kentucky, but such address may be changed from time to time by the Board of Directors.

ARTICLE II: DIRECTORS AND APPOINTMENTS

The Morehead - Rowan County Airport Board shall have ten directors, consisting of the following:

(1)  Mayor of the City of Morehead, Kentucky shall appoint five directors, two of which shall be active pilots.

(2) Judge/Executive of Rowan County shall appoint five directors, two of which shall be active pilots.

Terms of the Board of Directors appointed by the Mayor and County Judge/Executive shall be initially staggered as prescribed by KRS 183.132 (7); thereafter each director shall be appointed for a four-year term.

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.

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. The time will be set by the Board Chairman. No notice shall be required of such regular meetings.

4. Annual Meeting.

An annual meeting of the Board of Directors shall be held in conjunction with the regular May meeting on the last Thursday of May at 7:00 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. At such meeting there shall be an election of a Chairman, Vice-Chairman and Secretary/Treasurer, who shall serve in said offices for a term of one year, until the next annual meeting of the Board of Directors. 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 Chairman, or at the written request of not less than five Directors. The Secretary/Treasurer shall upon the request of the Chairman, or upon the written request of not less than five Directors, give notice of any special meeting to the Directors in writing at least twenty-four hours prior to the special meeting.  The notice shall state the date, time, location and specific purpose of the special meeting. The five-day notice requirement may be waived by a written waiver signed by all of the Directors.

6. Quorum and Proxies

Six Directors shall constitute a quorum.  No proxies will be permitted for any voting.

7. Conduct of Meetings

The Chairman of the Board, or in his absence, the Vice-Chairman, shall preside at the meetings of the Board of Directors.  The Secretary/Treasurer shall act as Secretary thereof.  In the event that such officers are not present at a meeting, their functions may be performed by any Directors 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, a written communication of the absences from the Board of Directors to the individual Director in question will be sent. Three consecutive missed meetings without proper notification will result in written communication of the absences from the Board of Directors to the appointing agency and the Director.

ARTICLE IV: OFFICERS

1. Officers, Election and Term

At the annual meeting of the Board of Directors, the Directors shall elect a Chairman and Vice-Chairman of the Board. The Directors shall also elect a Secretary/Treasurer who may or may not be one of the Board of Directors.  Each officer shall hold office for a term of one year.

2. Office of the Chairman

The Chairman shall preside at all meetings of the Board of Directors. He shall conduct the general supervision and management of the Board, subject to the control of the Board of Directors. He or 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 Chairman shall sign all documents of behalf of the Board of Directors as directed by the Board.

3. Office of the Vice-Chairman

The Vice-Chairman shall discharge the duties of the Chairman 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 Secretary/Treasurer shall execute an officials and employees bond, which at all times shall be not less than $500,000. 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 and shall file an annual report at the conclusion of each fiscal year.

The books and records of the Board shall be audited annually by an independent auditor selected by the Board of Directors and the books and records of the Board shall at all times be subject to examination by any of the Directors.

5. Compensation

The Chairman and Vice-Chairman of the Board shall receive no compensation for their services as such.  The Secretary/Treasurer shall receive no compensation for his or her services if the Secretary/Treasurer is on the Board of Directors.  If the Secretary/Treasurer is not on the Board of Directors, he or she shall be compensated for his or her services.

6. Executive Committee

The Chairman, Vice Chairman and Secretary/Treasurer shall constitute the Executive Committee. This committee will meet as needed to carry out operations that would be considered day-to-day operations. Any actions taken by this committee would be subject to ratification at the next regular meeting of the Board of Directors.

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 $500.00 shall be countersigned by any two of the following: the Chairman, Vice-Chairman or Secretary/Treasurer of 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 members of the Executive Committee as outlined in Article IV. This duty will be ratified annually during the annual meeting.

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 of the following year.

ARTICLE VII: EXPENDITURE OF FUNDS

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 prior approval of the Board of Directors.

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: FUNDING

The Board shall be funded by the City of Morehead, Kentucky and the County of Rowan. The City of Morehead and the Rowan County Fiscal Court shall be the primary funding agencies for the Board.   At the beginning of each fiscal year the City of Morehead and the Rowan County Fiscal Court shall agree as to the combined total appropriation which they will make to the Board.  The City of Morehead will fund fifty percent of the Board’s total funding allocation from the City and County.  The Rowan County Fiscal Court will fund the remaining fifty percent of the overall City-County funding.

ARTICLE X: AMENDMENTS

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