NKAPCouncil Bylaws
NKAPCommission Bylaws

Northern Kentucky Area Planning Council Bylaws
Article 1: Name
Article 2: Authorization and Purpose
Article 3: General Rules
Article 4: Term of Office
Article 5: Officers
Article 6: Legal Counsel
Article 7: Committees
Article 8: Meetings
Article 9: Quorum
Article 10: Minutes and Records
Article 11: Annual Budget and Work Program
Article 12: Annual Audit
Article 13: Voting
Article 14: Member Disqualifying to Vote
Article 15: Nomination – Election of Commission Members
Article 16: Executive Director
Article 17: Amending Bylaws or Budget and Work Program

Article 1: Name
The name of this organization shall be “Northern Kentucky Area Planning Council”.

Article 2: Authorization and Purpose
In accordance with KRS 147.610 and 147.990, as amended, these By-Laws are enacted for the purpose of carrying out the afore-mentioned state-enabling legislation and the business of the Council.

Article 3: General Rules
Rules regarding: Membership, Vacancies, and other statutory requirements related to the Council’s activities shall be as stated in KRS 147.610 to 147.990.

Article 4: Term of Office
a) The Council shall be composed of one (1) representative and one (1) alternate from each municipality and county within the area planning territory. Each such representative and alternate shall be appointed annually in the manner prescribed by law respecting appointments by such city or county. Only elected officials of each respective jurisdiction shall be eligible for appointment to the Council.

Terms of all Council members shall be one year with no limit on succession, and shall commence when appointed by the appointing authority of their respective municipalities or the fiscal court of their county. Said term shall cease upon appointment of their successor.

The term of office for those persons appointed to fill a vacancy shall begin immediately upon appointment and said term shall cease upon appointment of their successor.

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Article 5: Officers
a) Election – The Council shall, at its first regular meeting in each calendar year, elect from its membership, a President and Vice-President. The Council may appoint from within or without its own membership, a secretary, prescribe duties and fix compensation. Officers shall assume duties of their respective office immediately upon their election/appointment.

b) President – The President shall preside at all meetings of the
Council. The President shall be responsible for causing the accurate and proper execution of minutes, records, books, notices, and agenda pertaining to Council operations. The President shall serve as ex officio member of all standing committees.

c) Vice-President - The Vice-President shall have the powers and perform the duties of the President in the absence, inability, or incapacity of the President.

d) Secretary – The Council may appoint from within or without its own membership, a secretary, prescribe duties and fix compensation as they may direct. The Secretary shall have the powers and perform the duties of the President in the absence, inability, or incapacity of both the President and Vice-President.

e) Succession – In the case where the President becomes ineligible by reason of no longer holding elective office in the municipality or county from which he or she was appointed, or if the President formally resigns his or her office, the Vice-President shall automatically succeed to the Presidency. The President shall then appoint an acting Vice-President from within the Council members, to serve until the next meeting of the Council at which time the Council shall elect a Vice President.

In the case where the Vice-President becomes ineligible by reason of no longer holding elective office in the municipality or county from which he or she was appointed, or if the Vice-President formally resigns his or her office, the President shall appoint an acting Vice-President from within the Council membership to serve until the next meeting at which time the Council shall elect a Vice-President.

Article 6: Legal Counsel
The Council shall avail itself of the services of the Commission’s legal counsel if necessary. Said attorney should attend all regular meetings and any other meetings of the Council at the request of the President. The attorney shall provide legal consultation and assistance to the Council, attend to Council business, and represent the Council in all disputes and litigation as directed by the Council and Commission, and its Executive Director. Descriptions of services to be rendered, compensation to be paid, and other necessary terms shall be by properly executed written agreement/contract between the attorney and the Commission.

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Article 7: Committees
a) Executive Committee – The President, Vice-President, Secretary, Immediate Past President, and two additional members from within the Council appointed by the President shall comprise the Executive Committee. This Committee shall meet upon call of the President and consider any business deemed necessary. The Executive Committee may make recommendations to the full Council membership for actions and may act in behalf of the Council when so authorized by action of the Council.

b)Standing Committees – Each year, the following standing committees shall be appointed: (1) Nominating Committee; (2) Budget & Work Program Review Committee; (3) Legislative Committee; (4) Subdivision Review Committee; and (5) Education Committee. Such committees shall meet upon call of the respective Chairman and consider any business deemed necessary.

c) Special Committees – The President may appoint Special Committees as deemed necessary.

d) Appointment/Officers – All members of all Standing and Special Committees shall be appointed by the President. Members may be from within or without the Council. The President shall appoint the Chairman who must be from within the Council.

Article 8: Meetings
a) Regular Meetings – The Council shall conduct regular meetings at such times and places as determined by the President. There shall be no less than three (3) Council meetings per calendar year. A quorum shall be required to conduct business. A simple majority of the members present shall be required to take any official action on any matter before the Council, except adoption or amendments to: the By-Laws or the Budget and Work Program, as set out herein.

b) Special Meetings – The President may call special meetings as deemed necessary and shall cause written or oral notice of the meeting to be given to each member, insofar as each member can be practically contacted. The notice shall contain the date, time, place, and the subject or subjects which shall be discussed. Public notice of such meetings shall be in compliance with the provisions of KRS Chapter 424. A quorum shall be required to conduct business. A simple majority of the members present shall be required to take any official action on any matter before the Council, except adoption or amendments to the By-Laws, or the Budget and Work Program, as set out herein.

c) Executive Committee Meetings – The Executive Committee shall meet as determined by the President. The President shall be responsible for determining place and agenda.

d) Special Committee Meetings – Standing and Special Committee meetings, as to time, place, and subject(s), shall be determined by said Committee Chairman who shall be responsible for the notification to the other committee members. The Chairman shall be responsible for preparing an agenda for all such meetings.

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Article 9: Quorum
A quorum shall consist of a majority of the membership of the Council.

Article 10: Minutes and Records
The Council shall keep accurate and proper minutes and records of its proceedings, including findings and determinations. The minutes shall, among other things, indicate, by name, the member making a motion, second to a motion, member abstaining or disqualifying themselves on a motion, and final action of the Council.

Article 11: Annual Budget and Work Program
The Northern Kentucky Area Planning Commission shall, not later than May 1, submit its proposed budget and work program, detailing anticipated revenues and expenditures, and a proposed tax rate, to the Northern Kentucky Area Planning Council, for its approval on or before July 1 of the applicable fiscal year.

Article 12: Annual Audit
KRS 147.635 requires the Northern Kentucky Area Planning Council to contract with an independent, reputable certified public accountant to prepare an audit of the records, books, and accounts of the Council for each fiscal year. The Council shall submit recommended name(s) of such qualified persons/companies to the Northern Kentucky Area Planning Commission, for consideration, and the Commission acting on behalf of the Council, shall execute such contract.

Copies of the audit shall be submitted to each Area Planning Council representative.

Article 13: Voting
All Council representatives, or in their absence, their alternates shall be eligible to vote. However, each municipality and county shall be permitted to have only one vote on each issue requiring Council action. All actions taken by the Council must receive the affirmative vote of the following, if in attendance: The county and one city of second class and a majority of the remaining membership in attendance for passage.

All voting shall be by roll call vote. Any Council member who abstains from voting shall be counted with the majority.

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Article 14: Member Disqualifying to Vote
Any Council members who have any direct or indirect financial or personal interest whatsoever in the outcome of a motion before said Council, shall disqualify themselves at the beginning of discussion on said matter and shall disclose the nature of their interest. Such disclosure, however, shall not prohibit them from responding to questions on said issue during the meeting. This action, however, shall disqualify such members from voting on same, and such action shall be so noted in the Council’s minutes and shall not be counted as an abstention.

Article 15: Nomination – Election of Commission Members
In accordance with KRS 147.630, the Council must elect commission members and shall do so in the following manner:

a) the Council’s nominating committee shall submit names of candidates for commission membership to the Council for action at the first regular meeting of the Council in each year;

b) the Council shall act in accordance with Article XIII of Council’s By-laws. Candidates for commission membership must reside within the jurisdictional area of the Commission.

Article 16: Executive Director
The Northern Kentucky Area Planning Commission shall employ an Executive Director who is qualified to plan, organize, and direct all operations of the NKAPC staff, according to requirements of the Kentucky Revised Statutes and policies of the Commission and Council. The Executive Director shall be responsible for completion of all work directly by the Commission and Council.

The Executive Director shall make a periodic reporting to the Council on staff activities.

Article 17: Amending Bylaws or Budget and Work Program
The Council’s By-Laws shall be reviewed at least once every three (3) years.

Any and all proposed amendments to the adopted By-Laws, or Budget and Work Program shall be presented to the Council members at least five (5) days before the Council takes action on same. The date of said meeting shall count as one of the five (5) days.

If the Northern Kentucky Area Planning Commission determines that a proposed amendment to the approved Budget and Work Program is substantial and thus needs Council action, it shall submit its recommendations to the Council for this purpose.

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Northern Kentucky Area Planning Commission Bylaws
Article 1. Name
Article 2. Authorization and Purpose
Article 3. General Rules
Article 4. Terms of Office
Article 5. Officers
Article 6. Compensation
Article 7. Legal Counsel
Article 8. Committees
Article 9. Meetings
Article 10. Quorum
Article 11. Minutes and Records
Article 12. Budget and Annual Work Program
Article 13. Tax Rate
Article 14. Commission Expenditures, Authority
Article 15. Annual Audit
Article 16. Voting, Number of Votes Necessary
Article 17. Conflicts of Interest
Article 18. Executive Director
Article 19. Personnel, Rules, Regulations, and Policies Manual
Article 20. Amending Official Documents

Article 1. Name
The name of this organization shall be “Northern Kentucky Area Planning Commission” and referred to hereinafter as “Commission”.

Article 2. Authorization and Purpose
These Bylaws are enacted for the purpose of carrying out the business of the Commission as set forth in Sections 147.610 through 147.705 of the Kentucky Revised Statutes (KRS).

Article 3. General Rules
Membership, oath of office, vacancies, removal of members, bonds, and other statutory requirements related to the Commission’s activities shall be as stated in KRS 147.610 through 147.705.

Article 4. Terms of Office
Commission members shall serve two-year terms which shall begin on the first day of May after their election by the Northern Kentucky Area Planning Council and upon administration of their oath of office. Commission 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.
For the purposes of this Article, the Commission’s organizational year shall be May 1 through the following April 30.

Article 5. Officers
The Commission 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 Commission and see to the accurate and proper execution of minutes, records, books, notices, and agenda pertaining to Commission operations. The Chairperson shall serve as an ex-officio member of all committees and, with approval of the Commission, 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 Commission 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) The Secretary position shall be filled by the Executive Director who shall see to the accurate preparation and completion of minutes and records for each meeting of the Commission.

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Article 6. Compensation
Members of the Commission shall receive a per diem of $50.00 for each month that the Commission meets in regular, special, and/or committee session. Payment of per diem shall not exceed limits established by KRS 147.640.

Article 7. Legal Counsel
The Commission 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 Commission, 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 Commission and its staff, attendant to Commission business, and represent the Commission and its staff in all disputes and litigation as directed by the Commission and 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 Commission.

Article 8. Committees
The Chairperson and Commission 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 Northern Kentucky Area Planning Council and shall meet to consider any business deemed necessary by its members.

(2) The Chairperson, with the approval of the Commission, 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 Commission’s Bylaws and its Personnel, Rules, Regulations, and Policies Manual through annual reviews at a minimum;

(b) Long-Range Operations: to review annually the Commissions’ 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 Commission;

(c) Capital Management: to monitor management of the Commission’s building facilities and technology (hardware, software, and electronic data);

(d) Intergovernmental Relations: to facilitate communication and coordination with the local governmental jurisdictions the Commission serves and the other boards and agencies with which it works, and to assist with the KRS 147A.027 training of the area’s local planning commissions and boards of adjustment ; and

(e) Long-Range Planning: to coordinate the periodic review of facilities of areawide significance as well as the Commission’s areawide comprehensive plan; and, to oversee other planning initiatives (to include but not be limited to water and sewer extensions, urban and rural services areas, transportation issues, and development aesthetics).

(3) The Chairperson, with the approval of the Commission, may appoint special committees at any time, establish their charges, and set their time lines as necessary.

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Article 9. Meetings
The following shall be considered sanctioned meetings of the Commission.

(1) The Organizational meeting shall be held each May. In the event the Commission 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 Commission and approved during its Organizational meeting.

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

Article 10. Quorum
A quorum shall consist of a simple majority of the membership of the Commission or Committee excluding any ex-officio member.

Article 11. Minutes and Records
The Commission 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.

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Article 12. Budget and Annual Work Program
The Executive Director shall prepare and submit annually to the Commission a proposed budget and annual work program. These submittals shall detail anticipated revenues and expenditures and propose a tax rate to fund it. The Commission shall review these proposals, amend them as necessary, and recommend them to the Northern Kentucky Area Planning Council not later than May 1. The Northern Kentucky Area Planning Council shall review these proposals, amend them as necessary, and approve them before July 1 of the applicable fiscal year. The Commission shall then adopt the documents as amended on or before July 1 of the fiscal year.

Amendments to either the budget or annual work program shall require affirmative action by the Commission. Significant amendments shall also be submitted to the Northern Kentucky Area Planning Council for approval.

Article 13. Tax Rate
The Commission shall adopt a tax rate 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.

Article 14. Commission Expenditures, Authority
The Treasurer, Executive Director, and a staff member designated by the Executive Director shall be authorized to sign all checks, drafts, notes, and withdrawals authorized by the Commission. 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 Commission 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.

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Article 15. Annual Audit
On an annual basis, the Commission shall recommend the name of an independent, reputable certified public accountanting firm to audit the records, books, and accounts of the Commission to the Northern Kentucky Area Planning Council for consideration. Copies of the resulting audit shall be provided to each member of the Commission and Northern Kentucky Area Planning Council.

Article 16. Voting, Number of Votes Necessary
Each Commission member present for Organizational, Regular, Special, or Committee meetings, including the Chairperson, is entitled to one vote unless they have disqualified themselves from voting.
Action on amending or adopting official documents shall require a majority vote of the entire Commission membership to succeed. Action on all other matters before the Commission or one of its committees shall require only a majority of the quorum present.

Article 17. Conflicts of Interest
Commission members who have a direct or indirect financial or personal interest in the outcome of a motion before the Commission 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 Commission’s minutes and shall not be counted as an abstention.

Article 18. Executive Director
The Commission 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 Commission and Northern Kentucky Area Planning Council. The Executive Director shall prepare and submit recommendations to the Commission 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 Commission periodically on all such items of authorization and approval. Expenditures which have not been included in the budget must be approved by the Commission prior to expenditure. The Executive Director shall coordinate with the Commission’s legal counsel and may represent the Commission to various agencies, boards, organizations, the media, and the public.

The Commission 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 Commission and upon proper notice.

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Article 19. Personnel, Rules, Regulations, and Policies Manual
The Commission 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.

Article 20. Amending Official Documents
Amendments to the following official documents shall be presented to Commission members at least five days before the Commission 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) Budget and Annual Work Program.
(3) Bylaws.

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

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