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• Article I - Meetings
• Article II - Conduct Of Meetings
• Article III - Board Of Directors
• Article IV - Officers
• Article V - Management And Cousel
• Article VI - Depository
• Article VII - By-Laws

ARTICLE I - MEETINGS

Section 1: REGULAR MEETINGS

The board shall hold regular meetings each month. The location, the day of the month, and the time of such meetings shall be set from time to time by the board.

Section 2: SPECIAL MEETINGS

Special Board meetings may be called by the Chairman or by a majority of the Board upon written notice to all members of the Board. Notice shall also be given so as to comply with all provisions of the Kentucky revised Statutes.

Section 3: ANNUAL MEETING

The regular meeting held in January of each year shall be designated as the Annual Meeting, at which time the Chairman, Vice-Chairman, Secretary, and Treasurer shall be elected.

ARTICLE II - CONDUCT OF MEETINGS

Section 1: AGENDA (*)

Prior to each meeting the Chairman shall cause an agenda to be sent to all Board members. The agenda shall include the following items:

CALL TO ORDER
APPROVAL OF AGENDA
APPROVAL OF MINUTES
FINANCIAL REPORT
COMMENTS FROM THE FLOOR
COMMENTS FROM THE CHAIR
REPORTS
OLD BUSINESS
NEW BUSINESS
ADJOURNMEN
(*) THE AGENDA MAY BE CHANGED BY THE CHAIRMAN

Section 2: QUORUM

A majority of the members of the entire Board shall constitute a quorum for a meeting of the respective body. A quorum is required for the conduct of business. In the absence of a quorum at any Regular Meeting of the Board, the Board may discuss any business it deems appropriate, but no official action may be taken at said meeting.

ARTICLE III - BOARD OF DIRECTORS

Section 1: FUNCTION

The Board of Directors shall be the governing body of this organization and shall conduct the affairs and business of this organization. It shall have all regulative and administrative authority as setout for the Telecommunications Board of Northern Kentucky in the Interlocal Cooperation Agreement.

Section 2: TERMS

Members terms shall be set at two (2) years. Members may be eligible for reappointment from their respective authorities.

Section 3: REMOVAL

Any Board member who does not attend the meetings of the Board on a regular basis due to his or her inability or failure to do so, or for any other just cause, shall be subject to recommendation of removal, at any time, by a two-thirds (2/3) majority vote of the entire board. Said recommendation for removal shall be forwarded to the appropriate appointing body to consider the removal of the member and the appointment of a successor.

Section 4: COMMITTEES

The Board may, by an affirmative vote, establish any standing or ad hoc committees. The Chairman shall have the authority to appoint interim committees. No committee has the authority to take any official action on the behalf of the Board unless such authority was specially granted by the Board in advance.

Section 5: NOMINATING COMMITTEE

The Chairman shall appoint a Nominating Committee at the regular meeting in November of each year. This committee shall nominate Board members for the offices of Vice-Chairman, Secretary, and Treasurer for the next year. The nominating Committee shall submit at least one (1) nominee for each office, and may submit only one (1) for any and all offices if only one candidate can be found for any given office, or it believes such action is in the best interests of the Board. However, at no time shall the Nominating Committee submit to the Board more than two (2) nominees for any office.

Any member of the Board who is interested in seeking an office may so indicate that interest to the Nominating Committee. However, the names of the nominees to be submitted to the Board are the sole discretion of the Nominating Committee.

The Nominating Committee shall advise the Board in writing of the names and the offices of the nominees at the regular December Board meeting at which time the names of those nominees shall be submitted to be placed on the ballot for elections.

Any current officer, who is filling an unexpired term due to the resignation or termination of the person originally elected to that office, shall be eligible to be nominated and to serve a full term in that office in the year following the abbreviated term that is being served.

Section 6: ELECTIONS

The regular elections for Officers of the Board shall be held at the Annual Meeting. The Secretary shall prepare ballots listing the names of all candidates who have been nominated for office prior to the date of the Annual Meeting.

In order to be elected to an office, either for the regular election held at the Annual Meeting or for any special election held at any other time during the year, a candidate must receive a majority of the votes cast. Should no candidate receive a majority of the votes cast on the first ballot, another ballot shall be taken containing only the names of the two persons receiving the highest number of votes (or the names of all persons who tied for second place), and this process continued until one candidates receives a majority of the votes cast. If more than two names appear on the second or subsequent ballots because of a tie for second place, the names of those who finish lower than second place shall be removed from subsequent ballots as soon as that tie is broken.

ARTICLE IV - OFFICERS

Section 1: OFFICERS AND TERMS OF OFFICE

The Officers of the Board shall be a Chairman, a Vice-Chairman, a Secretary, and a Treasurer. No director shall hold more than one office. Terms of office shall be one (1) year. Officers shall take office at the conclusion of the Annual Meeting. The Chairman may not serve more than one (1) full consecutive elected term.

Section 2: REMOVAL

An Officer of the Board shall be subject to removal with cause, at any time, by a two-thirds (2/3) majority of the entire Board.

Section 3: CHAIRMAN OF THE BOARD

The Chairman shall be the chief executive officer of the Board and shall be subject to the directions and the limitations imposed upon him by the Board. The Chairman shall coordinate the activities of the other Officers of the Board, shall preside at the meetings of the Board, and shall execute all instruments and documents in the name of the Board on its behalf, subject however to prior approval by a majority vote of the Board.

Section 4: VICE-CHAIRMAN

The Vice-Chairman shall perform the duties and exercise the powers of the Chairman during the absence of the Chairman or the inability of the Chairman to act. The Vice-Chairman shall also have the power to perform such duties as assigned by the Board, or the Chairman. The Vice-Chairman shall automatically become Chairman upon the resignation, removal, or expiration of the term of office of the Chairman.

Section 5: SECRETARY

The Secretary shall be responsible for recording and retaining the official minutes of the Board, all other records and documents of the Board, and other duties as assigned by the Board, or the Chairman.

Section 6: TREASURER

The Treasurer shall be responsible for the accounting of funds, and other duties as assigned by the Board, or the Chairman. The Treasurer shall provide the Board with all required financial statements. The Treasurer shall be bonded in an amount determined by the Board.

Section 7: DELEGATION OF DUTIES

By approval of the Board at any meeting, the duties of any officer of the Board may be delegated to the staff, in which case it shall be the responsibility of the Executive Director to insure that such duties are carried out. However, it shall remain the responsibility of the respective officer to work with the Executive Director to insure that these duties are carried out in a timely and satisfactory manner.

Section 8: VACANCY OF AN OFFICE

A vacancy shall occur in any office when the person holding that office ceases to be a member of the Board, or resigns or is removed from that office. In the event a vacancy occurs in the office of the Chairman, the Vice-Chairman shall assume the office of Chairman and fill the unexpired term.  The Board shall select a member to fill the unexpired term of all other offices at the next Regular Board Meeting immediately following the effective date of the vacancy.

ARTICLE V - MANAGEMENT AND COUNSEL

Section 1: STAFF

The Board may, at its discretion, employ an Executive Director who may employ others as are necessary to carry out the functions of the Board within its adopted budget.

Section 2: COUNSEL

The Board may employ the services of an attorney-at-law in order to insure proper legal counsel to the Board.

ARTICLE VI - DEPOSITORY

All moneys of the Board shall be deposited in one or more financial institutions (designated depositories), and/or into or more accounts.

ARTICLE VII - BY-LAWS

These By-Laws may be amended, repealed, or added to at any regular meeting of the Board upon approval of a majority of the entire Board, provided that such changes shall have been submitted in writing at the previous regular Board meeting immediately preceding the regular meeting at which time is taken by the Board of such amendment, repeal, or addition.