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HomeMy WebLinkAboutAgenda - Mail Packet - 12/17/2024 - Airport Governance Agenda – December 16, 2024 AIRPORT GOVERNANCE AGENDA Special Joint Committee to discuss, evaluate, and make a recommendation regarding alternative modes of governance at the Northern Colorado Regional Airport. Monday, December 16, 2024 4:00-5:30PM Cache la Poudre Training Room, Platte River Power Authority 2000 E. Horsetooth Road, Fort Collins Zoom webinar link for remote viewing: https://fcgov.zoom.us/j/93213057662 Mayors: Jeni Arndt and Jacki Marsh Councilmembers: Troy Krenning and Julie Pignataro City Managers: Kelly DiMartino and Rod Wensing Others: Carrie Daggett, Molly Elder, Laurie Wilson, John Kinney, Francis Robbins, Katherine Morgan, Dan Reimer, Dalton Kelley, Ginny Sawyer PURPOSE: Follow-up on previous meeting requests related to the creation of an Airport Authority. 4:00-4:10 Welcome and Agenda Review 4:10-4:30 Presentation 4:30-5:15 Discussion 5:15-5:30 Wrap-up and Next Steps Next Meeting: TBD Attached: Agenda Summary Presentation Notes from October 10, 2024 meeting Examples of Current Airport Authorities and their Bylaws AIRPORT GOVERNANCE AGENDA SUMMARY AND BACKGROUND Special Joint Committee to discuss, evaluate, and make a recommendation regarding alternative modes of governance at the Northern Colorado Regional Airport. December 16, 2024 SUBJECT: Moving forward with a process to create an Airport Authority SUMMARY: In early 2024, the Loveland and Fort Collins City Council’s appointed Councilmembers to a special committee to consider the governance of the jointly owned airport. The Governance Committee will have met four times in 2024. • July: The first meeting focused on a common understanding of current governance challenges and attempts at improvements through IGA amendments over time. • August: At the second meeting, the committee participated in a deeper review of the Governance Report that had been provided by Dan Reimer. This conversation mostly focused on the different options in further amending the IGA and what creation of an Authority would mean. • October: Committee discussion was centered on comparisons between status quo operating, amending the IGA, and creating an Authority (see table). Dan provided examples from existing Authorities and outlined a roadmap for creation. The committee discussed staff burdens, financial risks and obligations, and desired expertise of potential Authority Board members. The committee had consensus to continue moving forward towards an Authority model. Members requested more financial detail and a clear process for the full Council’s to consider and agree (through Resolution or Ordinance) to continue. Necessary Approval Status Quo Amended IGA Authority Daily Operation D D D Budget AC, CC CC AA Leases D, AC, CC D, CM or CC D, AA Capital Procurement D, P, CM or CC D, AA Disposal (including utility AC, CC CC CC AC, CM, CC CM, CC AA AC = Airport Commission CM = City Mangers CC = City Council P = Purchasing Body 5 entities 4 entities 3 entities December: • Materials and discussion at this meeting will include a high-level timeline of tasks towards the creation of an Authority. Much of the work and the agreements to be included in a new IGA will be developed and negotiated throughout 2025 with approval anticipated in 2026. • Considerations for the IGA include financial support and the timeline for the Authority to get the airport to being financially self-sustaining. • Board eligibility and conflict of interest criteria will also be established within the IGA. Board selection would occur mid-to-late 2026 in anticipation of a full turnover to the Authority in January 2027 (to align with calendar budgets.) • Staff is proposing the December presentation be provided to each City Council at a work session and with Council approval each City formally approve the process to move forward. o Work Sessions are currently scheduled:  January 28, 2025 in Fort Collins  February 11, 2025 in Loveland Headline Copy Goes Here Jointly owned and operated by Working Towards an Airport Authority Airport Governance Special Committee December 16, 2024 Headline Copy Goes Here 2 December 16, 2024 4:00-5:30 PM 4:00-4:10 Review Agenda 4:10-4:45 Presentation 4:45-5:15 Questions and Discussion 5:15-5:30 Wrap up & Next Steps Next Meeting: Direction Sought: 1.What questions does the Committee have on the presented process towards pursuing an Authority? Headline Copy Goes Here 3 Follow-Up •Outlining a roadmap for forming an Authority. •Recommending a timeline and process for bringing each Council up to speed and seeking Resolutions to move forward. •Highlighting Council/Committee touchpoints. Headline Copy Goes Here 4 Decision-Making Comparison Necessary Approval Status Quo Amended IGA Authority Daily Operation D D D Budget AC, CC CC AA Leases D, AC, CC D, CM or CC D, AA Capital Procurement D, P, CM, AC, CC D, P, CM or CC D, AA Land Acquisition & Disposal (including utility Easements)AC, CC CC CC IGA and Grant Agreements AC, CM, CC CM, CC AA D = Airport Director AC = Airport Commission CM = City Mangers CC = City Council P = Purchasing Body AA = Airport Authority 5 entities 4 entities 3 entities Headline Copy Goes Here Headline Copy Goes Here 6 Airport Authority 1.Create Airport Authority •Resolution/Ordinance, IGA, Certificate, Bylaws 2.Transfer Airport assets and liabilities •Assignment and Assumption Agreement •AOC and ASP •Transfer contracts, real property, and personal property 3.Airport Authority start-up •Financial systems and controls •Employees •Required services 4.Adopt Key Documents •Recycle existing policies and adopt new policies •New contracts Headline Copy Goes Here 7 2025 Creation & Negotiations Resolution/Ordinance by both Councils expressing support to pursue an Authority. Continued financial analysis to determine Authority needs short to midterm. Begin creation of an IGA that would outline responsibilities, obligations, timelines for financial support, and Board member eligibility and selection process. Creation of draft bylaws, including conflict of interest standards. Timeline: 2025 - 2026 2026 Approvals, Transfers, Board Selection Review and approval of key documents including IGA Applications for Authority Board appointments made available. Appointment of Authority Board. Transfer of real estate, leases, etc. January 1, 2027 (designed to align with calendar budgets) Headline Copy Goes Here 8 1. Create Airport Authority •Resolution/Ordinance: (Q1 2025) Adopted by both Councils expressing support to pursue an Authority •IGA Development: Address operational logistics, such as •Level of cooperation and ongoing financial responsibility •Assignment of Airport assets and liabilities •Co-sponsorship for FAA grants •Board eligibility and selection process •Certificate: Issued by Colorado Division of Local Government •Appointing Board members and adoption of bylaws. Headline Copy Goes Here 9 2. Transfer Assets and Liabilities •This work would occur After an IGA is created and approved. •Transfers are paper transactions/no monies involved. •Council approvals would be assumed in adoption of IGA. Includes addressing: •New Airport Operating Certificate: Approved by FAA •New Airport Security Program: TSA requirement •Assign Contracts and Agreements: This can also be addressed in the IGA •Transfer Real Property: transfer by warranty deed to the Authority •Transfer Vehicles, Equipment, and Personal Property •Assignment and Assumption Agreement: Required by FAA Headline Copy Goes Here 10 3. Airport Authority Start-Up Establish Financial Systems and Controls – likely completed in partnership with Cities Obtain federal employer identification number, Unique Entity ID (formerly DUNS) Set up new bank accounts and transfer funds from existing airport accounts Adopt a budget and submit to DOLA Adopt a Statement of Investment Policy and establish investment account (e.g., COLOTRUST) Adopt a signature policy Hire insurance broker and purchase insurance Hire Employees – existing employees transfer to the Authority Negotiate employment agreement with Executive Director Hire Airport employees Adopt Employee Handbook Issue credentials, keys, purchasing cards, etc. Provide For All Required Services – Cities may continue to provide until not needed/desired Law enforcement and first responders (police, fire, medical) Finance, admin, legal, HR Other outsourced services (landscaping, janitorial, maintenance, etc.) Headline Copy Goes Here 11 4. Adopt Key Documents Recycle Pre-Existing Airport Policies – Immediate action Schedule of Rates and Fees Rules and Regulations Minimum Standards Airport Land Use and Design Standards Airport Development Guide Adopt New Policies – Future action Strategic Action Plan Delegation of Authority Purchasing and Procurement Policy Code of Conduct Airport Business Plan New Contracts for Services – Future action Negotiate and draft any new contracts and agreements for professional and other services Headline Copy Goes Here 12 Current City of Loveland providing bulk of support services at greatly reduced cost (full cost ~$300-400k) City of Fort Collins paying risk and insurance coverage ($60k) Cities (both) 10-year capital contributions ($4M 2014-2023) Airport currently operates with balanced operating budget, limited ability to increase reimbursement of city services in near term Future (will be outlined in the IGA) Need to evaluate options with goal of setting Authority up for success. Considerations include: -Continue subsidizing support services until Authority chooses to outsource -Airport’s financial capacity to fund capital improvement plan -Airport’s timeline for revenue increases -Increasing cost reimbursement to cities over time -Considering support services as loan to be paid back Financial Support – Current & Future Headline Copy Goes Here 13 Direction and Next Steps 1.What questions does the Committee have on the process towards pursuing an Authority? Next Steps: Each City present this slide deck and discuss with Council. Seek agreement (Resolution/Ordinance) to move forward with creation of Authority. -Fort Collins scheduled for work session on January 28, 2025. -Loveland tentatively scheduled for February 11, 2025. 1 2 Headline Copy Goes Here Page 1 of 4 AIRPORT GOVERNANCE MEETING NOTES Special Joint Committee to discuss, evaluate, and make a recommendation regarding alternative modes of governance at the Northern Colorado Regional Airport. Thursday, October 10, 2024 3:30-5:00PM PURPOSE: Follow-up on previous meeting requests related to an amended IGA and creation of an Airport Authority. Determine next steps. Mayor Arndt called the meeting to order at 3:31 and everyone introduced themselves. Laurie Wilson gave the presentation. The options before the group were to expand the current Commission’s power, amend the IGA, or look at developing an Airport Authority. Mayor Arndt asked about the workload increase and which City Manager would these powers be delegated to, by essentially creating a new department. Kelly DiMartino responded that ideally it would be a partnership between the two City Managers (Loveland and Fort Collins). Dan elaborated on the 4 steps to creating an Authority: create the Airport Authority, transfer the assets and liabilities (the FAA has to be involved), set up and start up, and develop key documents. These steps are all doable. Support services can be contracted (i.e. legal and HR) or provided by the Cities. Some existing documents could be cut over to the new Authority, and some new policies would need to be adopted. In response to Mayor Arndt’s question, Dan replied that 12-18 months is an expected timeframe. In response to a question from Councilmember Pignataro, Rod Wensing replied that the candidates for the Airport Director position are very aware of the process and prepared to support it. Julie asked about financial assistance and Dan replied that the Authority would need start-up money to pay bills and money would be transferred to the Authority in the interim. It was clarified that the co-sponsors of an Airport Authority would have the power to undo it but would have to make provisions to “pick up the pieces.” Page 2 of 4 Mayor Arndt asked the committee their preference. Julie Pignataro, Mayor Marsh and Mayor Arndt said they’d prefer the Authority due to the expertise of staff to run it, etc. If other entities/jurisdictions were invited to be partners, they would also absorb liability, in addition to having a vote. Dan offered that Telluride has three jurisdictions and the City and County of Greeley are involved in their Airport, as examples. Mayor Arndt thinks Larimer County may want a say. Dan mentioned the problem of an entity only getting one vote for the amount of liability they’d take on. No one entity would get a majority. He’s seen Authorities appoint 5-9 members to the Board (i.e. 4 for each city plus 1 at-large, if 9) and feels like 7-9 is ideal due to the amount of work, subcommittees, etc. Windsor had reached out to Kelly DiMartino with potential interest in engaging. Regarding Board terms, they are usually 4-year terms; some have term limits. Carrie Daggett mentioned a new co-sponsor coming into the new entity and their future commitments. Dan would worry that a new co-sponsor could feel like there are a lot of commitments. In response to a question from Mayor Arndt, Ginny Sawyer outlined the next steps. This group meets on December 16. Francis Robbins said the creation of an Authority would involve paperwork, much of which they’re already doing. Policies and structures exist now. He’d be fine with an Authority; he’d report to a new manager but would appreciate the policy clarity an Authority would offer. Kate Morgan said she’d appreciate streamlining administrative tasks that an Authority would allow. The Airport Commission is scheduled to talk about Airport Governance during their November meeting. Kelly DiMartino thought it would be helpful to look at the timeline and for the City Councils to approve resolutions to support the process moving forward. Julie Pignataro said she’d rather not have a Council Work Session until this committee finishes its work. Julie responded to Dan that then the Work Session would be a package of timeline, schedule, work plan and state the conclusions this committee came to. Ginny asked about working with each City Council individually in December/January to support moving to an Authority, then hold a Work Session. Julie equated it to the Election Code Committee’s work that went to City Council Work Session with all the items at one time. Mayor Arndt asked about a Work Session with a strategic plan, then a Council Resolution to Page 3 of 4 approve formally exploring the Authority. Kelly DiMartino talked about mapping out a work plan (at a Work Session) to identify additional decision points for each City, then pass a resolution to initiate the work. Francis suggested a joint work session with both City Councils had been done in the past. Mayor Marsh mentioned a Work Session to report on the work of this Airport Governance Committee and its recommendation and then they would ask for a Resolution to start working on an Airport Authority. Kelly DiMartino questioned who would staff this project. Public input: A mention that the Authority model is well used in other areas and it works; would be a huge step forward. The Loveland Chamber representative noted they would be pleased with the forward movement. For the December meeting, Kelly DiMartino wants more depth of recommendations, leading toward a Work Session in January. Ginny mentioned using the same presentation as today’s. Carrie noted this group was originally charged with a formal recommendation. Regarding other entities being interested, Kelly DiMartino suggested this could be brought up at the Regional Elected Officials Meeting on October 16 as an update of the committee’s work. If partners are interested, they can reach out. Julie Pignataro will mention this at the Oct. 16 meeting. Ginny Sawyer summarized: Use the Regional Elected Officials meeting on October 16 to update regional entities where this project is at. At December 16 meeting of this committee bring a roadmap to recommend and use the same information for each Council to review details on what an Authority would mean for each City. Provide a timeline. Mayor Arndt mentioned Fort Collins Council would want to know startup costs. Mayor Marsh mentioned Loveland Council would want to know about options on destructing the Authority. Carrie Daggett thought Finance Staff would need to provide input. Dan mentioned that in the meantime, the Airport may need individual services provided in house, by the Cities, or by a contractor. Mayor Marsh mentioned the November 7 Ribbon Cutting for the Airport Terminal. Dan alerted the committee to the importance of eligibility of being on the governing board as conflicts of interest are very prevalent in this space and it’s important to be up front because the governing board has fiduciary requirements. Mayor Arndt asked Dan to provide samples that work well in other places. In response to a question from Councilmember Pignataro, Dan asserted that an Authority is Page 4 of 4 subject to Open Meetings laws, CORA requests, and the like, since it is considered a political division under the State statute. Members who serve on the board are unpaid, although they can be reimbursed for eligible expenses. Mayor Arndt and Mayor Marsh thought maybe 7 members would be an ideal number. Mayor Marsh asked for bylaws of the existing 4 airport authorities in Colorado, and Jackson, WY and samples of who sits on the board. Kelly noted that sponsor entities have to agree on the governance up front. There are decision points that both Councils and any other sponsors have to agree on. Dan affirmed that the IGA will address all of these details. In response to a question from Kate, Dan noted the Airport Director would not be on the Board. They would be an employee of the Authority and have an employment contract with the Authority, etc. The Chair of the Board would run the meetings. There would be a ledger of actions brought to the Board each month, and some other items would be handled by the Director. Mayor Arndt adjourned the meeting at 4:40 p.m. Next Meeting: December 16, 4-5:30pm EXAMPLES OF CURRENT AIRPORT AUTHORITIES Grand Junction Regional Airport Authority Bylaws Board of Commissioners Arapahoe County Public Airport Authority Bylaws Board of Commissioners Telluride Regional Airport Authority Bylaws Board of Commissioners Greeley-Weld County Airport Authority Bylaws Jackson Hole Airport Board Bylaws Airport Board - 1 - AMENDED AND RESTATED BYLAWS OF THE GRAND JUNCTION REGIONAL AIRPORT AUTHORITY Adopted August 15, 2023 ARTICLE I: Statement of Authority 1.1. PURPOSE OF AUTHORITY. The purpose of the Grand Junction Regional Airport Authority ("Authority") is to operate, maintain, and develop the Grand Junction Regional Airport and its related facilities and to oversee and manage the business and affairs of the Grand Junction Regional Airport. 1.2. CREATION AND LEGAL STATUS. The Authority was established, organized and incorporated in 1971 by the City of Grand Junction and the County of Mesa acting jointly in accordance with the Public Airport Authority Act, now codified at Title 41, Article 3 of the Colorado Revised Statutes, as amended by Colorado HB 23-1156 (2023) (the “Act”). The Authority is a political subdivision of the State of Colorado. 1.3. PRINCIPAL OFFICE. The principal office of the Authority shall be located within the City of Grand Junction, Mesa County, Colorado. ARTICLE II: Board of Commissioners 2.1. PURPOSE AND POWERS OF THE BOARD. The Authority's Board of Commissioners (the “Board"), shall govern the Grand Junction Regional Airport. The Board shall have and exercise on behalf of the Authority those duties and powers set forth in the Act and such other duties and powers as are authorized by the laws of the State of Colorado. The Board shall act only at a duly called meeting that is open to the public unless otherwise provided for by the laws of the State of Colorado. 2.2. SELECTION AND QUALIFICATION OF COMMISSIONERS. The Board shall consist of seven (7) Commissioners. The Mesa County Board of Commissioners shall appoint three (3) Commissioners, only one of whom may, but need not be, a County Commissioner. The City Council of Grand Junction shall appoint three (3) Commissioners, only one of whom may, but need not be, a member of the City Council. Each Commissioner shall be a resident and taxpaying elector of Mesa County; each Commissioner appointed by the City Council shall also be a resident and taxpaying elector of the City of Grand Junction. Each of the Commissioners so appointed shall serve at the pleasure of, and be removed with or without case by, the body appointing her or him. A seventh At-Large Commissioner shall be selected by the County- and City-appointed Commissioners in accordance with procedures established by the Board. The Board shall then advise the Mesa County Commissioners and the Grand Junction City Council of the person selected as At-Large Commissioner for ratification of the appointment. 2.3. TERM. The term of each Commissioner shall be four (4) years. No Commissioner may serve more than two (2) consecutive four (4) year terms. Each Commissioner shall hold - 2 - office until her or his successor has been appointed and qualified. If a vacancy occurs, the Commissioner appointed shall serve the remainder of the term to which he or she is appointed. If the remainder of such term is less than two years, that Commissioner may serve two additional consecutive four-year terms. If the remainder of such term is greater than two years, then that Commissioner may serve one additional term. 2.4. VACANCIES. Vacancies that occur on the Board, through death, resignation, removal of one of the Commissioners, or for any other reason, shall be filled in the same manner as provided for the appointment of the Commissioner being replaced. A change of residence of a Commissioner to a place outside of the City of Grand Junction, if he or she is an appointee of the City of Grand Junction, or outside of Mesa County, if he or she is an appointee of Mesa County, automatically creates a vacancy on the Board as to that Commissioner. A change in residence of the At-Large Commissioner to a place outside of Mesa County will also automatically create a vacancy on the Board as to the At-Large Commissioner position. 2.5. COMPENSATION. No Commissioner shall receive compensation for serving on the Board or as an employee of the Authority. ARTICLE III: Meetings 3.1. REGULAR MEETINGS. Regular meetings of the Board shall be held within Mesa County, on such dates and times as the Board may determine. 3.2. EXECUTIVE SESSIONS. At any duly convened meeting, the Board may go into executive session in the manner and for the consideration of matters as permitted by the Colorado Open Meetings Law, now codified at Title 24, Article 6, Part 4 of the Colorado Revised Statutes. 3.3. SPECIAL MEETINGS. Special meetings may be called by any officer or member of the Board by informing the other members of the date, time, and place of such meeting and the purpose for which it is called, and by posting notice of the meeting in the method provided for in the Act. 3.4. EMERGENCY MEETINGS. An emergency meeting may be called by the Chairman or Vice Chairman, upon giving as much notice as is practical under the circumstances, to address unforeseen circumstances or an emergency that calls for immediate action. Any action taken at an emergency meeting must be ratified at the next meeting of the Board at which full and timely public notice is provided. 3.5. WORKSHOPS. The Board may hold workshops, as necessary, to allow it to discuss issues without taking any formal action. Workshops may be held without a quorum of the Board, but full and timely public notice is required for all workshops to be held and conducted. 3.6. NOTICE OF MEETING. Notice of the time and place of all regular and special meetings, as well as workshops, shall be posted as required by the Colorado Open Meetings Law. - 3 - 3.7. QUORUM. Four (4) Commissioners of the Board shall constitute a quorum necessary to open a regular, special or emergency meeting and to take formal action on any and all matters. If a Commissioner is disqualified from voting on any action of the Board, his or her attendance will be included for purposes of determining a quorum even though that Commissioner does not participate in discussions or vote on the matter. Formal action by the Board shall be approved and adopted upon the affirmative vote of four (4) or more Commissioners. 3.8. METHOD OF ATTENDANCE AND ATTENDANCE REQUIREMENT. Commissioners may attend a meeting or workshop in person or by any electronic or telephonic means which permits all of those who are physically in attendance to hear such Commissioner, and such Commissioner to hear persons physically in attendance. Commissioners must attend at least seventy-five (75) percent of all regular and special meetings of the Board, either in person or by electronic or telephonic means, within an ongoing six (6) month period. If a Commissioner fails to meet said attendance requirement, he or she may be subject to removal from the Board as provided in these Bylaws. 3.9. REMOVAL. By a unanimous vote of the remaining Commissioners, the Board may adopt a resolution requesting either the Mesa County Commissioners or the City Council of Grand Junction (or both the County and City in the case of an At-Large Commissioner) to remove a Commissioner appointed or approved by them. 3.10. MINUTES AND RECORDS. Board meetings will be recorded by audio or video means and such recordings will be kept in the permanent records of the Authority as the official minutes. Written minutes of the Board meetings shall be limited to actions and resolutions of the Board including motions, seconds, and votes on such actions. The record of executive sessions shall be maintained as provided in the Colorado Open Meetings Law. 3.11. PROCEDURE. The Board shall take official action by resolution, order, or motion. On all resolutions the rolls shall be called, and the ayes and nays recorded. Any other matter requiring a vote of the Board may be adopted by viva voce vote, but on demand of any Commissioner, the roll shall be called. ARTICLE IV: Officers and Committees 4.1. OFFICERS. The officers of the Authority shall be the Chairman, Vice Chairman, Clerk and Treasurer. The same person may not hold two (2) offices. 4.1.1. CHAIRMAN. The Chairman shall preside over all meetings of the Board and shall exercise such authority as is duly conferred upon him or her, from time to time, by the Board. He or she shall sign, by manual, electronic or facsimile signature, together with the Clerk, any leases, deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, provided however, that the Board may delegate the Chairman’s authority over certain routine matters to the Executive Director, to the extent not prohibited by law. 4.1.2. VICE CHAIRMAN. In the absence of the Chairman or in the event of his or her inability to act, the Vice Chairman shall perform the duties of the Chairman, and - 4 - when so acting, shall have all of the powers of the Chairman. 4.1.3. TREASURER. The Treasurer shall perform all duties incidental to the office and all duties as may be assigned by the Board. 4.1.4. CLERK. The Clerk shall keep the minutes of the meetings of the Board; maintain a book of resolutions and inform the Board of any resolutions that are set to expire; be custodian of the corporate records and the Seal of the Authority; affix the Seal of the Authority to documents where the Seal is required; and perform all other duties incident to the office. 4.2. ELECTION OR APPOINTMENT AND TERM. The Chairman and Vice Chairman shall be elected from the members of the Board at the first regular meeting in January of each calendar year, and they shall hold office until their successors have been duly elected. The Board shall appoint a Clerk and Treasurer. The Clerk and Treasurer need not be members of the Board, and such positions shall continue in office at the pleasure of the Board. 4.3. REMOVAL. Any officer may be removed by an affirmative vote of a majority of Commissioners. 4.4. VACANCY. A vacancy in any office may be filled by the Board for the unexpired portion of the term. 4.5. COMMITTEES OF THE BOARD. There shall be the following Standing Committees: (i) the Executive Committee, consisting of the Chairman and Vice Chairman; and (ii) the Finance and Audit Committee, consisting of such Commissioners and other persons as shall be determined by the Chairman. The Board shall adopt a charter for each Standing Committee. The Chairman may also create and appoint any other Ad Hoc Committees from time to time to address specific concerns of the Authority. Committees may be composed of Commissioners and/or non-Commissioners as the Board deems advisable. All committees shall report directly to the Board. The Chairman shall appoint a Committee Chair for each committee. Meetings of any committee are to be called by the Committee Chair. ARTICLE V: Staffing 5.1. EMPLOYEES. The Board shall select and appoint the Executive Director, who shall serve at its pleasure. Other individuals selected by the Executive Director may be employed by the Authority, and those individuals will serve at the pleasure of the Executive Director, except where the Board approves a contract of employment. 5.2. RELATIONSHIP BETWEEN BOARD AND STAFF. The Board, acting for the Authority, has the responsibility to determine and establish the Authority’s policies in the fulfillment of its statutory responsibilities. The Executive Director shall have the responsibility for the management and operation of the Grand Junction Regional Airport in accordance with such policy. - 5 - 5.3. DELEGATION. The Board may reserve for itself or delegate to the Executive Director such powers and duties as may be permitted by the Act and determined to be in the best interests of the Authority. ARTICLE VI: Miscellaneous 6.1. SEAL. The corporate seal of the Authority shall be in the form of a circle containing on the perimeter thereof GRAND JUNCTION REGIONAL AIRPORT AUTHORITY, within the center COLORADO 1971, a facsimile of the runway configuration and a beacon marker with GRAND JUNCTION and MESA COUNTY inscribed therein. 6.2. FISCAL YEAR. The fiscal year of the Authority shall begin on the 1st day of January of each year and end on the 31st day of December of that year. 6.3. AMENDMENT. These Bylaws may be altered, amended or repealed by Resolution adopted at each of two special or regular meetings of the Board held not less than 27 days nor more than 45 days apart. Notice of the proposed amendment(s) shall be posted as required by the Colorado Open Meetings Law. 6.4. NO LIABILITY FOR DEBTS AND INDEMNIFICATION. No Commissioner shall be personally liable for any claims against or debts of the Authority. The Authority shall indemnify Commissioners and hold them harmless from and against any and all claims and liabilities to which they may become subject by reason of their actions, omissions, or status as a Commissioner, to the maximum extent permitted by law, provided, however, that the Authority need not indemnify any Commissioner adjudged to have intentionally acted wrongly or fraudulently. 1 | P a g e REVISED 07/20/2023 BYLAWS & RULES OF PROCEDURES OF THE TELLURIDE REGIONAL AIRPORT AUTHORITY (TRAA) These Bylaws and Rules of Procedure are a compilation of some, but not all, of the laws, contractual agreements and policies under which the Board of Commissioners operates. Except as provided by law, this Board of Commissioners, by adoption hereof, obligates itself to comply with the provisions hereof. 1. BOARD MEMBERSHIP AND TERMS TRAA’s Board of Commissioners (“TRAA Board” or “Board”) is comprised of nine voting members, representing the county and municipalities which combined to create the Telluride Regional Airport Authority. Members of the Board must be appointed by resolution of the governing boards of each of the following: San Miguel County, Town of Telluride and Town of Mountain Village. Each of the governing boards of San Miguel County, Town of Telluride and Town of Mountain Village shall appoint three regular voting members to the TRAA Board. In addition, each such governing board may, in its sole discretion, appoint an alternate member of the TRAA Board, who shall be entitled to vote at properly scheduled meeting of the TRAA Board in the absence of a regular voting member from the town or county from which said alternate member was appointed. All business of the Board shall be conducted only during such regular or special meetings and all such meetings shall be open to the public. All members of the TRAA Board must be taxpaying electors, registered to vote, who reside in the town or county from which appointed for not less than thirty days, or who own taxable real or personal property situated within the boundaries of the town or county from which said member was appointed. A change of residence of a member of the Board to a place outside the municipality or county which he or she represents automatically creates a vacancy on the Board as to that municipality or county. The terms of all members of the TRAA Board is four years. At the expiration of the term of any member, a new appointment shall be made by the appropriate governing board; any member, including a member appointed to fill a vacancy, may be appointed to serve a successive term, except as otherwise stated herein. No member of the TRAA Board shall receive any compensation as an employee of the Authority or otherwise and no member of the Board shall be interested in any contract or transaction with the Authority except in his official respective capacity. Any member of the TRAA Board who is present at a meeting during which any matter, in which he or she has, directly or indirectly, a private pecuniary or property interest, is discussed, said member shall declare his or her interest and shall refrain from advocating for or against the matter, and shall not vote for or against the matter, and shall not vote in respect to such matter. 2 | P a g e REVISED 07/20/2023 Each TRAA Board member is expected to attend at least 50% (one-half) of the regular meetings during each calendar year. If, at the end of the year, a member’s attendance is less than the 50%, he or she shall no longer be a member of the Board and the appointing body will be notified and asked to appoint a new member. The terminated member cannot be reappointed to succeed him or herself. 2. NOTICE OF MEETINGS All regular or special meetings are subject to the open meeting and notice requirements of C.R.S. § 24-6-402. Notice of any regular or special meeting, together with specific agenda information if available, shall be posted on the Authority’s website no less than twenty-four hours in advance of any meeting. In the case of exigent or emergency circumstances where notice cannot be posted on the Authority’s website, the Authority hereby designates the following location for posting of a public notice: 305 W. Colorado Avenue, Telluride, CO 81435. 3. REGULAR MEETING The regular meeting of the Board shall be held on the third Thursday of each month, at 12:00 pm. The day of a specific regular meeting may be changed in the event that the meeting conflicts with a major community or airport event. All meetings shall be noticed in accordance with Paragraph 2 above. 4. SPECIAL MEETINGS Special meetings may be called by any member of the Board by informing the other members of the date, time, and place of such meetings and the purpose for which it is called and by notice and posting as provided in Paragraph 2 above. Special meetings are limited to matters, which cannot be reasonably scheduled for the next regular meeting. 5. QUORUM The Board shall conduct business only if a quorum of six voting members is present at the meeting. Any combination of regular members and alternate members (who are entitled to vote as set forth herein below) that equal six members shall be considered a quorum. Withdrawal of a regular member or an alternate member of the TRAA Board from any meeting shall not cause failure of a duly constituted quorum at that meeting. If, at the start of a meeting, there are less than three regular voting members present from one or more of the county and municipalities which combined to create the TRAA, then the alternate member appointed by said county or municipalities shall vote during said meeting. In the event that such county or town has not previously appointed an alternate member, then that county or town shall not have the right to a vote on behalf of or for said missing regular voting member during that meeting. 3 | P a g e REVISED 07/20/2023 If possible, attendance at all meetings of the TRAA Board shall be by personal attendance. However, no more than twice in each calendar year, a regular voting or alternate member may attend a board meeting remotely, unless otherwise approved by the Authority Board Chair. There shall be no attendance at a Board meeting by proxy. 6. STANDARDS OF CONDUCT & CONFLICTS OF INTEREST Members of the Board, employees, and agents of TRAA shall not: A. Disclose or use confidential information acquired in the course of their official duties in order to further substantially their personal financial interest; B. Accept: (a) a gift of substantial value, (b) a substantial economic benefit, tantamount to a gift of substantial value, including, but not limited to, the acceptance of a loan at a rate of interest substantially lower than the commercial rate then currently prevalent for similar loans, (c) compensation for private services rendered at a rate substantially exceeding the fair market value of such service, or (d) payment of salary from employment, (i) which would tend improperly to influence a reasonable person in his position to depart from the faithful and impartial discharge of his public duties, or (ii) which he knows or which a reasonable person in his position should know, under the circumstances is primarily for the purpose of rewarding him for official action he has taken. 1. Provided however, notwithstanding the foregoing, the following shall not be prohibited by this provision: acceptance of (i) campaign contributions or contribution in kind reported as required by the Colorado Revised Statues, (ii) unsolicited items or informational material of trivial value, (iii) a gift with a fair-market value of fifty-three dollars or less, provided that it is given by a person who is not a professional lobbyist, (iv) unsolicited tokens or awards of appreciation as described in the state constitution, (v) payments or reimbursements by a nonprofit organization or state and local government, for reasonable expenditures for travel in connection with attendance at a convention, fact-finding mission or trip, or other meeting permitted by the state constitution, (vi) payment of or reimbursement for admission to, and the cost of food or beverages consumed at, a reception, meal, or meeting that may be accepted or received in accordance with the provisions of the state constitution, or (vii) payment for speeches, appearances, or publication reported as required by the Colorado Revised Statutes; C. Engage in a substantial financial transaction for their private business purposes with a person whom they inspect or supervises in the course of their official duties; 4 | P a g e REVISED 07/20/2023 D. Perform an official act directly and substantially affecting the economic benefit of a business or other undertaking in which they have a substantial financial interest or is engaged as counsel, consultant, representative or agent; E. Vote on or attempt to influence the decisions of other members of TRAA in voting on a matter in which they have a private or personal interest in the matter proposed or pending before TRAA, and they shall disclose such interest to the members of the Board, except that, they may vote on said matter if their vote or participation is necessary to obtain a quorum or otherwise enable the Board to act and if they voluntarily discloses the nature of their private interest which may impinge on their fiduciary duty and the public trust; F. No member of the Board shall receive any compensation as an employee of the Authority or otherwise and no member of the Board shall be interested in any contract or transaction with the Authority except in their official respective capacity; or G. Any member of the Board of Commissioners of the Telluride Regional Airport Authority who is present at a meeting at which is discussed any matter in which they have, directly or indirectly, a private pecuniary or property interest, shall declare their interest and shall refrain from advocating for or against the matter, and shall not vote in respect to such matter. Members of the Board are “local government officials” pursuant to C.R.S. § 24-18-102(6), and are therefore subject to the standards of conduct for local government officials specified in C.R.S. §§ 24-18-101 through -113. To the extent that these Bylaws and Rules of Procedure conflict with any provision of the Colorado Revised Statutes, the Colorado Revised Statutes shall govern. 7. MINUTES AND RECORDS The Board shall record all resolutions as soon as practical after their passage in a book of minutes kept for that purpose. The minutes will be authenticated by authorized signature of the presiding officer of the Board and will become public record. 8. EXECUTIVE SESSIONS The Board may hold an executive session only at a regular or special meeting if two-thirds of the quorums present votes affirmatively to do so. The purpose of the executive session must be stated in general terms and it must be one of the following reasons: A. The purchase, acquisition, lease, transfer or sale of any real, personal or other property interest. 5 | P a g e REVISED 07/20/2023 B. Conferences with an attorney for the purpose of receiving legal advice on specific legal questions. C. Details of security arrangements or investigations. D. Determining positions relative to matters that may be subject to negotiations; developing strategy for negotiations, and instructing negotiators. E. Personnel matters, except if the employee who is the subject of the session has requested an open meeting. F. Matters required to be kept confidential by Federal or State law or rules and regulations. G. Consideration of any documents protected by the mandatory nondisclosure provisions of Part 2 of Article 72 of Title 24, Colorado Revised Statutes, commonly known as the “Open Records Act”. H. Other purposes allowed under current law. Adoption of any proposed policy, position, resolution, rule, regulation or any other formal action shall not occur at any executive sessions. 9. WORK SESSIONS The Board may hold work sessions from time to time, when necessary to discuss various subjects. Work sessions may be held to exchange information with the public, gather information on subjects too lengthy or too complex for a regular meeting, or for any other reason the Board desires. All work sessions shall be open to the public. No adoption of any proposed policy, position, resolution, rule, regulation, or formal action shall occur at any work session. Work sessions shall be noticed in accordance with Paragraph 2 above. 10. CHAIRPERSON The members of the Board shall elect, from one of their regular members, a person to serve as Chairperson. The term shall be for two years and the Chairperson may serve multiple terms if reelected. The Chairperson shall be the Chief Executive Officer of the Board and shall preside at all meetings of the Board. The Chairperson alone, or in the event of the Chairperson’s absence or disability, the Vice-Chairperson, or in the event of the Vice- Chairperson’s absence or disability, a temporary acting Chair may sign and execute in the name of the Board, any leases, contracts and other instruments duly authorized by the Board and generally, shall perform all duties incident to the office of Chairperson and such other duties as may from time to time be assigned by the Board. The signature of the Chairperson will not be sufficient to bind the Board unless 6 | P a g e REVISED 07/20/2023 such signature is first authorized by, and on behalf of said Board at a meeting held pursuant to lawful notice with a quorum present or unless said action is subsequently ratified by the Board. 11. VICE-CHAIRPERSON The members of the Board shall elect from one of their regular members, a person to serve as Vice- Chairperson. The term shall be for two years and the Vice-Chairperson may serve multiple terms if reelected. At the request of the Chairperson or in the event of the Chairperson’s absence or disability, the Vice- Chairperson shall perform such duties as may from time to time be assigned to him/her by the Board or Chairperson. 12. COMMITTEES The Board may, by resolution, appoint from time to time from its members and/or members of the public, one or more committees to investigate, report and recommend to the Board on matters of interest to the Board or to accomplish any purpose or project or work assigned to it by the Board. Findings or actions of a committee will not be sufficient to bind the Board and are advisory only. 13. COMPENSATION Members of the Board and members of committees shall serve without compensation for their services. Those members, however, shall be entitled to reimbursement for necessary and reasonable expenses incurred in the performance of their duties. 14. STAFF The Board may employ managerial, clerical, legal, consulting and engineering assistance and labor and to delegate to such employees those powers conferred to it under Colorado law subject to such conditions and restrictions as shall be fixed by the Board. 15. CONTRACTING The Board may allow or reject claims and demands and let contracts on a fair and competitive basis for construction, equipment or performance of labor, material or supplies as required in carrying out any purpose of the Board. However, in cases where the amount to be authorized is two hundred and fifty thousand dollars ($250,000.00) or more, the affirmative vote of a majority Board shall be required, and all other questions shall require the affirmative vote of not less than fifty percent of the TRAA Board. Beginning January 1, 2029, and every five years thereafter, the $250,000.00 figure is adjusted for inflation per C.R.S. § 41-3-103(12.5). The Board shall comply with its Purchasing and Procurement Policy in the letting of all contracts. For any contract involving federal funds, the Board shall comply with all applicable federal statutes, regulations, guidelines, and policies. 7 | P a g e REVISED 07/20/2023 16. REVENUES All revenues from the ownership and operation of the airport and any other funds coming under possession of the Board shall be disbursed by order of the Board in accordance with these Bylaws and Rules of Procedures and the Purchasing and Procurement Policy. 17. BUDGET TRAA staff shall prepare and the Board shall approve an operating and capital expenditure budget showing anticipated revenues and proposed expenditures on or before December 31 of each year for the succeeding calendar year. The operating budget will include all non-capital expenditures. Both budgets may be amended at any time by the Board subject to the same restrictions. 18. INSURANCE The Board may obtain insurance on any person who is or was a Board member, committee member, or employee against any liability arising out of their status as such, whether or not the Board would have power to indemnify them against such liability. 19. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Directors, officers, and employees of TRAA shall be indemnified and held harmless, in the event that any such person is a party, or is threatened to be made a party, to any threatened, pending, or completed legal action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of TRAA) by reason of the fact that that person is or was a director, officer or employee of TRAA, against expenses (including reasonable attorneys’ fees and costs), judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with such legal action, lawsuit, or proceeding if that person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of TRAA, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of TRAA, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Provided, however, that no indemnification pursuant to this paragraph shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of that person’s duty or obligation to TRAA, unless and only to the extent that the court in which such legal action, lawsuit or proceeding was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. The indemnification provided by this paragraph shall not be deemed exclusive of any other rights to which those 8 | P a g e REVISED 07/20/2023 indemnified may be entitled under any contract or agreement, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors, and administrators of such person. 20. APPROVAL Upon approval of the TRAA Board, these Bylaws and Rules of Procedures shall become effective July 20, 2023, and will replace the Bylaws and Rules of Procedures of the Telluride Regional Airport Authority presently operative for TRAA, and any and all previous TRAA Bylaws and Rules of Procedures. If any paragraph or part of these Bylaws and Rules of Procedures shall become invalid or void, the remainder shall not be affected thereby.