PDS Management Board Bylaws
The name of this organization shall be the Northern Kentucky Area Planning Commission but shall do business as, and hereinafter be known as Planning and Development Services Management Board (Board), providing direction to the organization known as Planning and Development Services of Kenton County (PDS).
In accordance with Kentucky Revised Statutes (KRS) 147.610 and the affirmation of the planning unit’s legislative bodies, the Board’s purpose is to oversee the planning unit’s staff so as to provide for a more efficient planning operation.
These bylaws are enacted for the purpose of carrying out the Board’s responsibilities set forth in KRS147.610 through 147.705.
Rules regarding membership, oath of office, bonds, and other statutory requirements related to the Board’s activities shall be as stated in KRS 147.610 through 147.705.
The Board shall be composed of seven (7) members who shall serve two-year, staggered terms.  Said terms shall begin on the first day of May after annual elections by the Planning and Development Services Council (Council) and upon administration of their oath of office.  Board members’ terms shall end upon their expiration and the election and qualification of their successors.  Persons elected to fill a vacancy shall begin immediately upon election and administration of their oath of office.  Their term shall end upon expiration of the term to which their predecessor was elected and the election and qualification of their successor.
The Board shall elect from its membership a Chairperson, Vice Chairperson, and Treasurer during its Organizational meeting.

(1)    The Chairperson shall preside at all meetings of the Board and see to the accurate and proper execution of minutes, records, books, notices, and agenda pertaining to Board operations.  The Chairperson shall serve as an ex-officio member of all committees and, with approval of the Board, appoint or terminate committees, their chairpersons, and members.

(2)    The Vice Chairperson shall hold the powers and perform the duties of Chairperson in the absence, inability, or incapacity of the Chairperson.

(3)    The Treasurer shall be responsible for the accurate and proper execution of all funds and accounts of the Board as well as the preparation of monthly financial statements.  The Treasurer shall hold the powers and perform the duties of the Chairperson in the absence, inability, or incapacity of both the Chairperson and the Vice Chairperson.

(4)    Secretarial responsibilities shall be fulfilled by the executive director who shall see to the accurate preparation and completion of minutes and records for each meeting of the Board.
Members of the Board shall receive a per diem of fifty dollars ($50.00) for each month that the Board meets in regular, special, and/or committee session.  Payment of per diem shall not exceed limits established by KRS 147.640.
The Board shall appoint an attorney who is licensed to practice law in the Commonwealth of Kentucky.  This attorney, who shall not be a member of the Board, should attend all regular meetings and any other meetings as requested by the Chairperson or executive director. The attorney shall provide legal consultation and assistance to the Board and its staff, attend to Board business, and represent the Board and its staff in all disputes and litigation as directed by the Board and/or its executive director. A description of services to be rendered, compensation to be paid, and other terms shall be by properly-executed written agreement between the attorney and the Board.
The Chairperson and Board shall act to create the following committees during its Organizational meeting each May.

(1) The Executive Committee shall consist of the Chairperson, Vice Chairperson, and Treasurer. This committee shall be responsible for communication and coordination with the Council and shall meet to consider any business deemed necessary by its members.
     In the event of extraordinary circumstances, when the full Board, because of time constraints, cannot be called into emergency session, the Executive Committee shall have the authority to meet and take appropriate action and may expend Board funds up to $15,000.  Any action regarding the expenditure of funds shall, at the Board’s next regular meeting or at an appropriately-called special meeting, be considered and ratified by the membership.

(2) The Chairperson, with the approval of the Board, shall appoint the following standing committees.  These committees shall be responsible for the issues noted and to meet and consider any other business deemed necessary or assigned by the Chairperson.
(a)    Bylaws / Personnel and Procedures Manual: to maintain the integrity of the Board’s Bylaws and its Personnel, Rules, Regulations, and Policies Manual through bi-annual reviews at a minimum;
(b)    Long-Range Operations: to review annually the Board’s three-year financial plan as well as its proposed fiscal year work program and budget, and where appropriate, to evaluate other financial issues brought before the Board;
(c)    Capital Management:  to monitor management of the Board’s building facilities and technology (hardware, software, and electronic data); and
(d)    Intergovernmental Relations:  to facilitate communication and coordination with the local governmental jurisdictions represented on the Council and the other agencies with which it works, and to assist with KRS 147A.027 training of local planning commissions and boards of adjustment.
(3) The Chairperson, with the approval of the Board, may appoint special committees at any time, establish their charges, and set their time lines as necessary.
The following shall be considered sanctioned meetings of the Board.

(1)    The Organizational meeting shall be held each May, the first month of the Board’s organizational year.  In the event the Board holds two or more meetings in May, the first regular meeting shall be considered the Organizational meeting.

(2)    Regular meetings shall be held at such times and places as determined by the Board and approved during its Organizational meeting.

(3)    Special meetings may be called as deemed necessary by the Chairperson or a majority of the Board’s members.

(4)    Committee meetings shall be called at such times and places as determined by the Chairperson.
All Regular meetings, Special meetings, and Committee meetings shall be called and held as prescribed by the Kentucky Revised Statutes.
The executive director, in consultation with the Chairperson of the Board or Committee, shall prepare an agenda for all meetings.  The first item on the agenda of all regular meetings shall be a provision for it to be amended and/or accepted.
A quorum shall consist of a simple majority of the membership of the Board or Committee excluding any ex-officio member.
The Board and its committees shall keep an accurate and complete record of their proceedings and financial statements.  At a minimum, the minutes shall include the names of members making and seconding motions as well as how each member voted on each motion.
The executive director shall prepare and submit annually to the Board a proposed annual budget and annual work program.  These submittals shall detail anticipated revenues and expenditures and propose a tax rate to fund it.  The Board shall review these proposals, amend them as necessary, and recommend them to the Council not later than May 1.  The Council shall review these proposals, amend them as necessary, and approve them before July 1.  The Board shall then adopt the approved documents as amended on or before July 1 .
Subsequent Aamendments to either the annual budget or work program shall require affirmative action by the Board.  Significant amendments shall also be submitted to the Council for approval.
In accordance with KRS 147.660, Board shall adopt the annual tax rate approved by the Council and necessary to fund the adopted budget not more than 30 days after receipt of the certification of assessments from the Department of Property Taxation of the Kentucky Revenue Cabinet.  Once set, this adopted tax rate shall be certified to the auditor and County Clerk.
The Treasurer, executive director, and a staff member who may be designated by the executive director shall be authorized to sign all checks, drafts, notes, and withdrawals authorized by the Board. A facsimile signature may be used for the Treasurer’s signature.  If such a procedure is followed, the executive director or his/her designee shall:

(1)    sign all checks, drafts, notes, and withdrawals manually;

(2)    see to it that warrants are prepared for the Treasurer to sign off on either in person, by facsimile transmission, or by email; this listing shall include all checks processed internally with the exception of those to Board members for meeting attendance or reimbursement for continuing education or travel; and

(3)    assure that normal and reasonable security measures are followed to assure adequate control of the signature plate.
On an annual basis, the Board shall recommend the name of an independent, reputable certified public accountanting firm to audit the records, books, and accounts of the Board to the Council for consideration.  The Council shall then contract with its chosen certified public accountant to pursue the work.  Copies of the resulting audit shall be provided to each member of the Board and Executive Committee members of the Council.
Each Board member present for Organizational, Regular, Special, or Committee meetings, including the Chairperson, is entitled to one vote unless he/she disqualified themselves from voting.
Action on amending or adopting official documents shall require a majority vote of the entire Board membership to succeed.  Action on all other matters before the Board or one of its committees shall require only a majority of the quorum present.
Board members who have a direct or indirect financial or personal interest in the outcome of a motion before the Board shall disqualify themselves because of the conflict of interest at the beginning of discussion and shall not participate in the ensuing discussion.  Disqualifications shall be noted in the Board’s minutes and shall not be counted as an abstention.
The Board shall employ an executive director according to the provisions set forth in KRS 147.670(2). The executive director shall be responsible for completion of the annual budget and work program that are to be approved by the Board and Council. The executive director shall prepare and submit recommendations to the Board which may involve but not be limited to policies, programs, contractual agreements, special studies, finances, and staff organizational issues.

Upon approval and adoption of the budget and annual work program, the executive director shall be authorized to: hire and terminate staff; grant salary adjustments; and approve expenses for all budgeted items within the limits of the approved and adopted budget, annual work program, and the Personnel, Rules, Regulations, and Procedures Manual.

The executive director shall report to the Board periodically on all such items of authorization and approval.  Expenditures which have not been included in the budget must be approved by the Board prior to expenditure.  The executive director shall coordinate with the Board’s legal counsel and may represent the Board to various agencies, boards, organizations, the media, and the public.

The Board shall review the executive director’s performance and set his/her compensation according to the Personnel, Rules, Regulations, and Procedures Manual.  The executive director may be terminated by a majority vote of the entire Board upon proper notice.
The Board shall adopt a Personnel, Rules, Regulations, and Policies Manual which shall include, but not be limited to:
(1)    the Vision / Mission / Core Values Statement;
(2)    the organizational chart, provisions for job descriptions, and an attendant pay plan ;
(3)    the Code of Ethics;
(4)    employment practices and policies;
(5)    employee benefits and services; and
(6)    other general rules, regulations, and policies.
Amendments to the following official documents shall be presented to Board members at least five days before the Board is scheduled to take action on them.  The date of the meeting shall count as one of the five days.
(1)    Personnel, Rules, Regulations, and Procedures Manual.
(2)    Annual Budget and Work Program.
(3)    Bylaws.

An amendment to the Annual Budget and Work Program shall require the Board to determine if the proposed change is substantial and needs to be submitted to the Council for action.