Request By:
Alan B. Peck, Esq.
26 Broadway
Mt. Sterling, Kentucky 40353
Opinion
Opinion By: Robert F. Stephens, Attorney General; By: Thomas R. Emerson, Assistant Attorney General
This is in reply to your letter stating that you are counsel for Sanitation District No. 1 of Montgomery County, a district organized pursuant to KRS Chapter 220. Your question concerns the required number of meetings to be held each year by the Board of Directors of a Sanitation District. You ask whether or not the Board of Directors of a Sanitation District must meet more than once a year.
KRS 220.110 states in part that a sanitation district shall be a political subdivision and shall have perpetual existence. The district's board of directors shall control and manage the affairs of the district, KRS 220.140. All actions taken by the directors shall be by resolution, and in each instance the name and vote of each director shall be recorded in the minutes, KRS 220.160. Pursuant to KRS 220.170 (3) the board of directors shall be the governing body of the district and it shall exercise all the powers and manage and control all the affairs and property of the district. There is, however, no statutory provision setting forth when and how often the board of directors is required to meet.
At this point we direct your attention to KRS 220.170(5) which provides:
"The board may adopt all necessary rules and regulations for the proper management and conduct of the business of the board and of the corporation, and for carrying into effect the other objects for which the district was formed.
All such rules or regulations shall become effective only upon posting in at least ten (10) public places within the district."
In 56 Am.Jur. 2d, Municipal Corporations, Etc., § 155, the following appears in regard to meetings:
"It is generally provided, by statute or charter or by the rules adopted by the council, that regular meetings of the council shall be had at certain speciied times. In addition to regular or stated meetings, provision is usually made for special meetings upon the call of the mayor or other presiding officer or by a specified number of the members of the council."
In McQuillin Mun. Corp. (3rd Ed.), Vol. 4, § 13.01, the author states in part that a public corporation may act only as a body, properly convened and functioning as such; separate individual action of its members is ineffectual. Furthermore, in Lewis v. Board of Education of Johnson County, Ky., 348 S.W.2d 921, 923 (1961), the Court said that the governing body of a municipal corporation can confer authority to make or terminate contracts only by proper proceedings at a meeting regularly called and held when its acts are duly recorded and authenticated. "The fundamental principle is that the affairs of a corporate body can be transacted only at a valid corporate meeting, "McQuillin Mun. Corp. (3rd Ed.), Vol. 4, § 13.07.
There is no statutory provision setting forth how many times a year the Board of Directors of a Sanitation District, organized pursuant to KRS Chapter 220, is required to meet. In our opinion the Board of Directors has the authority to establish by rules and regulations a schedule of meetings sufficient in number to carry on the necessary business of the Sanitation District. If the district is to remain a viable entity it will have to meet on some regular basis as it can only transact business at a meeting called and held, by the adoption of resolutions and the recording in the minutes of the name and vote of each director.