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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.