Commonwealth of Kentucky
Kentucky Infrastructure Authority

BYLAWS

ARTICLE I

Name

The name of this authority is the Kentucky Infrastructure Authority (the ?Authority?).

ARTICLE II

Purposes

The purpose of the Authority is to provide ?nancial assistance to local governments and certain
local entities in planning and ?nancing the acquisition, construction, and rehabilitation of

infrastructure projects as defined in KRS Chapter 224A.

ARTICLE 

.Q?ise

The Authority is administratively attached to the Department for Local Government. The principal
of?ce of the Authority shall be the Of?ce of the Governor, 100 Airport Road, Third ?oor,

rankfort. Kentucky 40601.

ARTICLE IV

Board

Section 1. Membership. The Authority shall be managed by a board (the ?Board?) consisting of

 

eleven (ll) members, which shall be composed as follows:
1. Ex-of?cio Membership. The following positions shall be eX-of?cio members:

a. The Secretary of the Cabinet for Economic Development;

 

b. The Secretary of the Finance and Administration Cabinet;
0. The Secretary of the Energy and Environment Cabinet;
(1. The Executive Director of the Public Service Commission; and
e. The Commissioner of the Department for Local Government;
2. At?large Membership
a. A nominee of the Kentucky Association of Counties;
b. A nominee of the Kentucky Rural Water Association;
c. A nominee of the Kentucky League of Cities;
d. A nominee of the Kentucky section of the American Water Works Association;
e. A nominee of the Kentucky Municipal Utilities Association; and
f. An individual representing private water utilities.

Section 2. Participation and Voting. All Board members shall have full voting rights on any matter

 

pending before it. Only Ex-of?cio members mav designate an alternate by written proxv.

Section 3. Terms of Of?ce. Pursuant to statute, the terms of the eX?of?cio members shall run with

 

appointment to the respective of?ce or position and the term of the at-large members shall be four
(4) years; except for the initial terms which vary.
Section 4. Powers. The Board may carry out and perform the following essential governmental
functions:
1. To promulgate administrative regulations and adopt bylaws for the regulation of its affairs
and the conduct of its business, which shall de?ne with speci?city conditions precedent
under which applications for loans or grants may be made and the order of priority upon

which applications shall be acted;

 

To retain an executive director, who shall be experienced and knowledgeable in the ?elds
in which the Authority may act, together with other employees, including for example only,
engineers, accountants, and attorneys necessary and appropriate to enable the Authority to
ful?ll its duties, ?mctions, and responsibilities;

To adopt a corporate seal;

To sue and be sued in its own name and to have the right, power, and authority to enforce
its obligations and covenants made pursuant to these bylaws;

To levy a tax on every purchase of water service and sewer sewice in the state, such tax to
be equal to not more than two percent of the gross amount of the bill for water services
rendered;

To approve or reject applications made to the Authority for loans or grants;

To lease infrastructure projects or make loans or grants to or purchase or re?nance
obligations of any governmental agency for the purpose of assisting the
governmental agency in the construction of infrastructure projects. A lease, loan, or grant
shall be in accordance with the terms and conditions of an assistance agreement by and
between the Authority and the governmental agency, which shall include the provisions
and conditions specified in KRS and such other reasonable terms and
conditions as the Authority shall determine;

Without reference to the provisions of KRS Chapter 56, to acquire and hold in the name of
the Authority, by the exercise of the power of eminent domain pursuant to the Eminent
Domain Act of Kentucky, the real property or rights therein, including rights-of?way,
easements and licenses, and the personal property reasonably deemed necessary to

effectuate the development, implementation, ?nancing, and construction or acquisition of

 

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any infrastructure project, and to make the properties available to governmental agencies
in connection with infrastructure projects;

To receive service charges from governmental entities which have entered into assistance
agreements with the Authority, in accordance with the terms and conditions of
the assistance agreements, and to use and employ the service charges in accordance with
the provisions of this chapter, the service charges to constitute Authority revenues;

To enter into and enforce assistance agreements with governmental entities by suit, action,
mandamus or other proceedings, including obtaining by judicial decree the appointment of
a receiver to administer infrastructure projects ?nanced by leases, loans or grants
which have been undertaken by governmental entities;

To enter into any necessary or required agreement with federal or state agencies or persons
to carry out the provisions of this chapter;

To bid at a competitive public sale of obligations of a governmental agency or negotiate
the purchase or sale of obligations of a governmental agency, notwithstanding
any other law to the contrary;

To borrow money and issue negotiable bonds and notes pursuant to this chapter;

To lend money to governmental agencies or to advance moneys from the
infrastructure revolving fund to the federally assisted wastewater revolving fund in order
to match federal moneys that may become available;

To contract with the federal government as to any infrastructure project;

To participate with the federal government or any of its agencies, the state government or
any of its agencies or political subdivisions, or any other person in the construction or repair

of any infrastructure project; and

 

17. To establish special committees of the Board, and have, possess, and exercise all other
powers reasonably incident to the carrying out of the duties and responsibilities of the
Authority.

Section 5. Compensation. The members of the Authority shall receive no compensation for their
services in their of?cial capacity but shall be entitled to reimbursement for all reasonable expenses
necessarily incurred in connection with performance of their duties and functions as Authority

members.

ARTICLE 

Meetings

Section 1. Regular Meetings. The date, time, and location of each regularly scheduled 
meeting shall be established annually by the end of the calendar year by resolution approved by
the majority of the Board acting at ether a regular meeting or at a special meeting.

Section 2. Annual Meeting. An annual meeting of the members shall take place in December, the

 

speci?c date, time and location of which will be designated by the Chair. At the annual meeting
the members shall elect of?cers, receive reports on the activities of the Authority, and determine
the direction of the Authority for each ?scal year.

Section 3. Special Meetings. Special meetings may be called by the Chair. If a meeting is to be

 

held at the call of the Chair, the call may be made in writing or orally, by telephone or otherwise,
and shall advise members of the Board of the time, date, and place of the meeting, and the nature
of the business to be considered at the meeting. Unless the Chair is of the opinion that an
emergency exists that requires the Board to convene sooner, or if an emergency arises that requires
postponement or rescheduling of a meeting, meetings of the Board shall be held at the designated

times and locations at least forty?eight (48) hours after issuance of the call for the meeting.

 

Section 4. Notice of Meetings. The Secretary shall publish notice of all meetings of the Board, as

 

required by the Kentucky Open Meetings Act, KRS 61.805 to 61.850.

Section 5. Quorum. Six members in attendance shall constitute a quorum of the Board for the
transaction of business. Should any member in attendance abstain or recuse from voting on a
matter, the quorum remains intact and decisions made carry the full weight of the Board.

Section 6. Voting. All issues to be voted on shall be decided by a simple majority of a quorum.

Section 7. Communications. Actions of the Board, and committees thereof, including elections,

 

may be communicated by correspondence in a manner determined by the Board, such as mail, fax,
voice phone, or similar means.

Section 8. Procedure. Meetings of the Board shall be conducted generally according to the rules

 

of proceedings outlined in the most current edition of Robeits? Manual of Parliamentary Rules.

ARTICLE VI

af?rm
Section 1. Of?cers. The of?cers of the Board shall be a Chair, Vice Chair, and a First Vice Chair.
The Chair shall be selected from among the ex-of?cio membership, and the Vice Chair from
among the at?large members. The First Vice Chair shall be selected from the entire Board
membership. The term of of?ce for the of?cers so elected shall be two (2) years.

Section 2. Election of Of?cers. Elections shall occur during the December Board meeting, and

 

the term of office shall begin immediately upon election. Members may be re?elected to serve as
a board of?cer.

Section 3. Vacancies. If, for any reason, an of?cer is unable or unwilling to ful?ll his term, an

 

election shall occur at the next scheduled Board Meeting in order to ?ll the vacant position for the

remainder of the term.

 

Section 4. Absence of Of?cers. If, for any reason, the Chair is absent from a meeting or any
portion thereof, the Vice Chair shall serve as Chair. If both the Chair and Vice Chair are absent
from a meeting or any portion thereof, the First Vice Chair shall serve as Chair. In the event that
all three are absent from a meeting or any portion thereof, a representative from the At-Large

membership in attendance shall serve as Chair.

ARTICLE VII
Employees and Administrative Functions

Section 1. Employees. The Board may appoint an Executive Director and shall appoint a Secretary,

 

Treasurer, and other staff as may be determined by the Board to be necessary or appropriate to the
conduct of the Authority?s business. Employees shall not be members of the Board of the
Authority. Appointment of such employees shall be made upon recommendation of the Chair. If
no Executive Director, Secretary, or Treasurer are appointed, their respective functions may be
performed on an acting basis by Kentucky Infrastructure Authority staff, or by staff of other
agencies as per a Memorandum of Agreement between the Authority and assisting agency.
Section 2. Executive Director. The administrative functions of the Authority shall be performed
by the Executive Director under the supervision and direction of the Chair. The Executive Director
shall be authorized to take all action necessary to carry out the Authority's administrative functions.
The Executive Director shall supervise all other staff of the Authority.

Section 3. Secretary. The Secretary of the Authority shall take, transcribe, distribute copies to

 

members of the Authority, and maintain and preserve a permanent record at the Authority's of?ce,
of the minutes of all meetings of the Board. The Secretary shall prepare and maintain an accurate
record of the proceedings of the Board, and shall maintain and preserve the Authority?s of?cial
correspondence ?les, and all books and other records of the Authority at the Authority?s of?ce. The

Authority?s records shall be open to public inspection as provided by the Kentucky Open Records

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Act, KRS 61.870 to 61.884. The Executive Director shall acquire, and the Secretary shall maintain
a seal for the Authority, which shall bear the legend ?Kentucky Infrastructure Authority.? The seal
shall be impressed or reproduced upon documents to which the Authority is a party, but the absence
of the seal from any document shall not invalidate the legal effect of such document when executed
on behalf of the Authority by the Chair or the Executive Director and the document is otherwise
properly authorized, rati?ed, or approved for execution by the Authority. The signature of either
the Executive Director or the Secretary shall attest the Authority's of?cial acts.

Section 4. Treasurer. The Treasurer of the Authority shall receive and disburse funds of the

 

Authority and shall keep all monies of the Authority deposited in its name as required by the Act,
KRS 224A.110. The Treasurer shall report to the Authority not less often that semiannually on all
funds maintained by the Treasurer as custodian for the Authority. The Treasurer shall disburse the
funds of the Authority for any purpose for which such disbursement may be made under the Act,
or for any other purpose for which they may be properly and legally expended, upon authorization
by the Chair, the Executive Director, or as approved by the Authority by resolution or motion
recorded in the minutes and duly adopted at a meeting of the Authority.

Section 5. Operations Budget. To ensure proper accountability for its programs, the Authority
shall annually adopt an operation plan and budget, which shall contain in addition to any other
information that may be necessary or desirable, an estimate of revenues accruing to and proposed
expenditures by the Authority during the pending ?scal year. The Executive Director shall prepare
and submit to the Board in a timely manner budgetary information necessary to the formulation

and adoption of such a budget.

 

Section 6. Annual Financial Statement. The Treasurer of the Authority shall prepare a complete
operating and ?nancial statement covering the Authority for each ?scal year, which, after review
and approval by the Authority, shall be submitted to the Governor and the General Assembly.

Section 7. Vacancies. Vacancies in the position of Secretary or Treasurer may be ?lled at any time

 

by recommendation of the Executive Director. The appointed shall be con?rmed by the Board at

the next regular meeting.
ARTICLE 
Special Committees

Section 1. Membership. The Board is authorized to create Special Committees consisting of the

 

members of the Board. The Chair or Executive Director, upon election by full membership of the
Board, shall preside at meetings of the Special Committee. If a member of the Special Committee
resigns or is unable to serve for any reason, the Chair shall appoint a member or members of the
Board to ?ll the vacancy or vacancies until the next meeting of the Board, at which time a new
member or members of the Special Committee shall be elected.

Section 2. Powers. The Special Committee shall review and recommend business items to be
submitted to the Board for consideration and ?nal approval. Any member of the Board may
propose additional items for consideration. Except as speci?cally authorized by a resolution, or a
motion recorded in the minutes of a meeting of the Board, a majority of the members present
voting in favor thereof, the Special Committee shall have no power to take ?nal action.

ARTICLE IX
Amendment of Bylaws

These Bylaws may be amended only upon approval of a majority of the members of the full
membership of the Board acting at either a regular meeting or at a special meeting called for the

purpose of amending these Bylaws.

 

CERTIFICATE OF ADOPTION

It is hereby certi?ed that the foregoing Bylaws of the Kentucky Infrastructure Authority were
adopted by the Board at a meeting held on the 26th day of September, 2019, and all members of
the Board being present at such meeting, and a majority of the members voting in favor of adoption
of the Bylaws.

This the day of September, 2019.

 

SANDRA K. DUNAHOO, CHAIR
KENTUCKY INFRASTUCTURE AUTHORITY

ATTEST:

 

MARGARET LINK, SECRETARY
KENTUCKY INFRASTRUCTURE AUTHORITY

EXAMINED:

 

GREG B. LADD
GENERAL COUNSEL
DEPARTMENT FOR LOCAL GOVERNMENT

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