KRS 58.500: Authority created to acquire Churchill Downs -- Appointment of members -

- Terms of office -- Compensation -- Officers.

(1) (a) A Churchill Downs authority is hereby created, initially consisting of three (3)

prominent citizens and residents of Kentucky to be appointed by the

Governor, one (1) of whom is an owner and breeder of Thoroughbred horses,

and all of whom have no official connection with the government of the

Commonwealth or Churchill Downs. The foregoing members shall serve as

such until the ac quisition of Churchill Downs, its real estate, franchises,

rights, privileges and other properties by the authority as an agency of the

Commonwealth.

(b) Upon the completion of such acquisition, the then members of the authority

shall be replaced by other members thereof as follows: nine (9) persons to be

appointed by the Governor, who are residents or owners of real estate located

in the Commonwealth and who are of outstanding character, business

experience and at least six (6) of whom have knowledge of ra cing and the

affairs of Churchill Downs, and not less than three (3) of whom shall be

residents of Jefferson County. The Governor shall initially appoint nine (9)

persons having such qualifications, two (2) each for staggered terms ranging

from one (1) to four (4) years as he may designate and one (1) person for a

term of four (4) years.

(c) As such terms expire, the then remaining members of the authority, by

majority vote, shall select and submit to the Governor for his consideration the

names of three (3 ) qualified nominees to fill each vacancy, one (1) of whom

may be a member whose term has expired, from which the Governor shall

appoint, for a four (4) year term, a member to fill the vacancy.

After all members of the authority appointed as aforesaid hav e been appointed for a

four (4) year term following the expiration of their initial staggered terms, the

procedure outlined above shall be continued in filling vacancies of members of the

authority as they occur through the expiration of terms.

(d) When an d if any member dies, resigns or becomes incapacitated, the then

remaining members of the authority, by majority vote, shall select and submit

to the Governor for his consideration the names of three (3) qualified

nominees to fill such vacancy, from which the Governor shall appoint a

member to fill the vacancy for the unexpired term.

(e) The members shall be a body corporate constituting a public corporation,

governmental agency and instrumentality of the Commonwealth by the name

of "The Churchill Downs Aut hority" (herein sometimes referred to as the

"authority"), with the perpetual succession and with power in that name to

contract and be contracted with, to acquire and convey property, sue and be

sued, to have and use a corporate seal, and exercise, in add ition to the powers

and functions specifically stated in KRS 58.500 to 58.590, all of the usual

powers of private corporations to the extent that the same are not inconsistent

with specifically enumerated powers or limitations upon public corporations.

(2) The members of the authority shall receive no compensation for their services in

that capacity, but shall be entitled to reimbursement for all reasonable expenses

necessarily incurred in the performance of their duties.

(3) A majority of the members of th e authority shall constitute a quorum for the

transaction of business, and in the absence of a quorum, one (1) or more members

may adjourn from time to time until a quorum is convened.

(4) From among its members, the authority shall annually elect a chairm an and a vice

chairman, each to serve for a term of one (1) year and until his successor is elected

and accepts his election.

(5) The authority shall elect a president, a secretary and a treasurer, each of whom shall

serve for a term of years fixed by cont ract or an annual term, all terminable for

cause deemed sufficient by the authority, and each of whom shall receive such

compensation as may be determined by the authority. These officers shall not be

members of the authority, but the president and the sec retary shall attend all

meetings of the authority. The treasurer shall give bond to the authority and the

Commonwealth conditioned upon his faithful accounting for all funds coming into

his custody from time to time, the same to be in such amount as the au thority may

prescribe, with corporate surety given by a surety company qualified to do business

in the Commonwealth, the premium therefor to be paid by the authority. The

authority shall establish and maintain an office at Churchill Downs, and the

secretary of the authority shall at all times maintain therein complete records of all

of the authority's actions and proceedings, which shall constitute public records

open to inspection at reasonable times.