(A) This board and their duties shall be governed by their corporation bylaws.
(B) (1) The corporation shall be governed by a Board of Directors, which shall consist of eleven (11) members. There shall be five (5) appointed members as follows: the Mayor of the City of Pikeville or the Mayor’s designee, the county Judge/Executive of Pike County or the Judge’s designee, the President of the Chamber of Commerce or the President’s designee, a representative from the Pikeville Historic Preservation Board, and a representative from the Preservation Council of Pike County, Inc. The six (6) remaining Directors shall be elected as provided here. The term of office for each Director shall be as follows:
(a) Two (2) shall be elected for one year;
(b) Two (2) shall be elected for two years;
(c) Two (2) shall be elected for three years.
(2) Two (2) of the Directors shall be elected at each annual meeting of the members. Nominations to the Board shall be made by the Nomination Committee appointed by the Board and shall be set forth in the notice of the annual meeting. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. Elected Directors, in office, may be reelected for one (1) consecutive term.
(C) Any vacancy occurring in the Board of Directors (other than a vacancy resulting from the normal expiration of a term of office) may be filled by the affirmative vote of a majority of the current members of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office. Any Director may resign by submitting written notice of resignation pursuant to this section.
(D) The Executive Director of the corporation shall be a non-voting member of the Board of Directors and shall be present at all meetings of the Board of Directors.
(E) The Board of Directors of the corporation may hold regular and special meetings at some time and location within Pike County as the Board may designate. Regular meetings shall be held not less than six (6) times each year. Special meetings of the Board may be called by the Chairman, or by four (4) or more Directors.
(F) At all meetings of the Board, one-third of the voting members thereof shall constitute a quorum for the transaction of business.
(G) All new members of the Board of Directors shall participate in an orientation program familiarizing them with the goals and objectives of the corporation and with their responsibilities.
(H) Members of the Board of Directors are expected to attend the meetings of the Board of Directors. After any Director has missed two (2) consecutive meetings, without good cause having been shown for such absences, the Executive Director shall send by certified mail a notice to that Director of such absences and provisions of this section of the bylaws. After three (3) consecutive absences from meetings of the Board of Directors, without good cause having been shown, the Board of Directors may, in its sole discretion, declare the seat of the absent Director vacant.
(Ord. 07-0-002, passed 2-26-07)