KRS 247.944: Kentucky Agricultural Finance Corporation -- Board of directors --

Executive director -- Quorum -- Expenses.

(1) There is hereby created and established the Kentucky Agricultural Finance

Corporation which shall be attached to the Department of Agriculture.

(2) The corporation is created and established as a de jure municipal corporation

and political subdivision of the Commonwealth to perform essential

governmental and public functions and purposes in improving and otherwise

promoting the health and general welfare of the people through the promotion

of agriculture through the Commonwealth.

(3) The corporation shall be governed by a board of directors consisting of twelve

(12) members, ten (10) of whom shall be appointed by the Commissioner. The

other two (2) members shall be the Commissioner, who shall serve as

chairperson, and the secretary of the Finance and Administration Cabinet. The

Commissioner may designate a representative to serve as chairperson in the

Commissioner's absence.

(4) The Commissioner shall appoint ten (10) private members of the board to take

office and to exercise all powers of the board immediately. The ten (10)

directors of the corporation shall be appointed using staggered terms and shall

be subject to confirmation as provided in KRS 11.160(2). Of the ten (10) private

members of the board appointed by the Commissioner, two (2) may be officers

from a commercial lending institution, one (1) may be an officer from a farm

credit association, one (1) may be an agricultural economist, one (1) shall be a

tobacco farmer, one (1) shall be a cash grain farmer, one (1) shall be a

livestock farmer, one (1) shall be a dairy or poultry farmer, one (1) shall be a

horticultural farmer, and one (1) shall be from the equine industry. To promote

efficient use of agricultural resources and coordination among agricultural

leaders, the Commissioner shall appoint a member from the Agricultural

Development Board, who meets the qualifications for one (1) of the positions

set out in this subsection, to one (1) of the ten (10) board positions governing

the Kentucky Agricultural Finance Corporation.

(5) Upon the expiration of the initial terms of the private members of the board, the

Commissioner shall appoint successors representing the same constituencies

as the members succeeded for a term of four (4) years in each case. In the

case of a vacancy, the Commissioner may appoint a successor to hold office

during the remainder of the term.

(6) Staff services for the board shall be provided by the Department of Agriculture.

The executive director of the Agricultural Development Board shall serve as

executive director for the Kentucky Agricultural Finance Corporation board.

(7) The executive director shall administer, manage, and direct the affairs and

business of the corporation, subject to the policies, control, and direction of the

board. The executive director shall keep a record of the proceedings of the

corporation and shall be custodian of all books, documents, and papers filed

with the corporation, the minute book or journal of the corporation, and its

official seal. The executive director shall have authority to cause copies to be

made of all minutes and other records and documents of the corporation and to

give certificates under the official seal of the corporation to the effect that the

copies are true copies, and all persons dealing with the corporation may rely on

such certifications.

(8) A majority of the board shall constitute a quorum for the purpose of conducting

its business and exercising its powers and for all other purposes,

notwithstanding the existence of any vacancies; provided, however, that a

majority of the board may elect from among its members an executive

committee to act in its stead in the day to day conduct of the business of the

corporation. Notwithstanding the foregoing, the full board shall hold at least one

(1) meeting each calendar quarter in accordance with a schedule to be

established by the board.

(9) Action may be taken by the corporation upon a vote of a majority of the

directors present at a meeting at which a quorum exists called upon three (3)

days written notice or upon the concurrence of at least seven (7) directors or by

the board's executive committee.

(10) All members of the board shall be entitled to their reasonable and necessary

expenses actually incurred in discharging their duties.

(11) The Kentucky Agricultural Finance Corporation shall not be subject to

reorganization under KRS Chapter 12.