A

IN THE AVIATION COUNCIL

Aviation Council of Alabama, Inc.

General Membership Meeting

Paul W. Bryant Conference Center Tuscaloosa, AL

September 26, 2017

MEETING MINUTES

Quorum:

Present

Call to Order: President Jed Blackwell called the meeting to order at 8:32 a.m. Ray Miller gave the invocation.

New Business: President Jed Blackwell recognized 2017 nomination committee Chairman Kevin Vandeberg. Mr.

Vandeberg recommended the following slate of officers for fiscal year 2018.

President — Jed Blackwell

Vice -President — Todd Storey

Treasurer — Thomas Hughes

Secretary — Mike Smith

Rick Tucker made a motion to approve the officers as presented. Ray Miller seconded the motion. All

present members unanimously approved.

President Blackwell recognized Chairman Vandeberg for a recommendation for board members for

fiscal year 2017. Mr. Vandeberg recommended the following individuals be appointed to the board for a

term beginning October 1, 2017 and expiring September 30, 2020.

Menzo Driskell

Ray Miller

Art Morris

Jeff Powell

Mike Smith

Leslie Williams-Murray

In addition, the committee recommends that Kevin Vandeberg roll off the board at the conclusion of

fiscal year 2017. Furthermore, the committee recommends appointing Mrs. Leslie William-Murray,

Director of Administration Services for the Birmingham Airport Authority for a 3-year term beginning

October 1, 2017 and expiring September 30, 2020.

Michael Walters (Enterprise, AL) made a motion to approve the recommended board members. Jerry

Cofield seconded the motion. All members unanimously approved.

President Blackwell recognized 2017 nomination committee Chairman Kevin Vandeberg with a

recommendation. Mr. Vandeberg along with the nominating committee recommends changing the

current by-laws dated 02/14/14 to reflect the following:

Changing the current "Associate" membership to the category of "Corporate"; the voting rights for this

membership category remain unchanged.

Limiting the number of corporate members serving on the board to 1 member. In fiscal year 2018 this

member will be selected by a vote of the ACA Board of Directors. In fiscal year 2019 this representative

will be selected by the corporate committee prior to the Annual General Membership meeting. The

annual nominee will be included in the slate of officers put forth by the board.

Nikki Jordan made a motion to approve the recommendation. Ray Miller seconded the motion. All

present members unanimously approved.

President Jed Blackwell made a recommendation to change the existing by-laws to reflect two new

positions, Director of Events & Administrative Director. Vice-President Todd Storey made a motion to

approve the changes as recommended. Ken Gilbert seconded the motion. All present members

unanimously approved.

President Blackwell asked the membership if anyone had any recommendations from the floor for board

members. Mrs. Nikki Jordan made the recommendation of Mr. Thomas Day, Golden Eagle Aviation in

Tuskegee, AL. Rick Tucker made a motion to approve Mr. Day as a new board member with his term

commencing on October 1, 2017 and expiring on September 30, 2020. Ray Miller seconded the motion.

All members unanimously approved.

President Blackwell thanked Kevin Vandeberg, Col. Roosevelt Lewis & Ken Gilbert for their willingness to

serve on the 2017 nominating committee.

At approximately 8:51 a.m. Bobby Odom made a motion to adjourn. Rick Tucker seconded the motion.

All members unanimously approved.

Respectfully Submitted,

Mike Smith, Secretary Date: 09/26/2017

AW meat-

MEMORANDUM

TO:

CC:

FROM:

DATE:

RE:

JED BLACKWELL, ACA PRESIDENT

ACA BOARD MEMBERS

KEVIN VANDEBERG, A.A.E., CHAIR-ACA NOMINATING COMMITTEE

8/16/2017

2017 NOMINATING COMMITTEE RECOMMENDATIONS

Mr. President,

Thank you for the opportunity to serve as the 2017 Chair of the ACA Nominating Committee. I, along with committee members Ro Lewis and Ken Gilbert, appreciate the confidence that you and this board have put forth that allows us to make the following recommendations:

1. Officers

The nominating committee recommends that the following slate of officers be presented to the general membership for consideration at the 2017 Annual Conference in Tuscaloosa, Alabama:

• President — Jed Blackwell • Vice-President — Todd Storey • Tre-astrre-r-----P944ke-S-Fnith -5&-c-re-4 y - ; 14-e-- • ire-a-s r - Le ms.. .5

In addition to the recommended slate of officers the nominating committee also recommends that the following change to the current ACA by-laws, dated 2-4-14, be put forth to the general membership for amendment as follows to allow for the stable and seamless transition of board officers:

To be added:

Article VIII - Officers

8.5 Beginning in 2018 this policy shall establish a natural progression for movement through the Officers positions and the filling of vacancies on the ACA Board of Directors for an ensuing fiscal year, as provided for in the Council's duly approved Bylaws, as may be amended, modified, revised, or replaced.

A. The position of Secretary shall be filled by a current sitting member of the ACA Board of Directors.

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B. The position of Treasurer shall be filled by the current Secretary. C. The position of Vice-President shall be filled by the current Treasurer. D. The position of President shall be filled by the current Vice-President. E. The position of Immediate Past President shall be filled by the current President. F. In the event a vacancy should occur in the ACA positions of Officers, such vacancies shall be filled in accordance with the Council's duly approved Bylaws, as may be amended, modified, revised, or replaced.

2. Board Members

The following board members' terms end in 2017:

• Menzo Driskell • Ray Miller • Art Morris • Jeff Powell • Mike Smith • Kevin Vandeberg, A.A.E.

The Nominating Committee recommends that the following board members be nominated for 3-year terms.

• Menzo Driskell • Ray Miller • Art Morris • Jeff Powell • Mike Smith

In addition, we recommend that Kevin Vandeberg roll off the board at the conclusion of the ACA 2017 fiscal year. Furthermore, we recommend that Ms. Leslie Murray, Director of Administration Services for the Birmingham Airport Authority, be nominated for a 3 -year term.

3. Recommended Changes to the Administration of the Board

The nominating committee also recommends that the following changes to the current ACA by-laws, dated 2-4-14, be put forth to the general membership for amendment. The changes include:

• Changing the current "Associate" membership to the category of "Corporate"; the voting rights for this membership category remain unchanged.

Article III - Membership

3.5. C. Corporate members include all public or private corporations, business organizations, or individuals who manufacture or supply any item used by airports or aircraft, or who perform any type of service for airports, or who publish

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periodicals dealing with aviation. Corporate members are entitled to designate up to five (5) Active Voting members each.

• Limiting the number of corporate members serving on the board to 1 member. In 2017 this member will be selected by a vote of the ACA Board of Directors. In 2018 this representative will be selected by the corporate committee prior the annual general membership meeting. The annual nominee will be included in the slate of officers put forth by the board.

Article VI - Administration

6.1 The administrative and business affairs of the Aviation Council shall be vested in the Board of Directors, consisting of a minimum of thirteen (13) and a maximum of nineteen (19) elected members, to include a maximum of one (1) Corporate Member elected by the members of the Corporate Committee. With the exception of the corporate committee representative, only Active Voting Members of the Aviation Council from the Commercial Service Airports, General Aviation Airports and Individual categories with voting privileges shall be eligible for election to the Board of Directors. All elected Directors shall have voting privileges, including the corporate committee representative. The members of the Board of Directors shall further be selected in a manner which represents the various membership categories and which represents the state geographically. 6.2 The then current Board of Directors shall submit a slate of proposed members to fill any vacancies on the Board of Directors no less than ten (10) days prior to the annual meeting of the membership. In 2017 the corporate representative nomination shall be made by the Board of Directors. In 2018 the corporate representative nomination shall be recommended by the corporate committee and put forth with the board's recommended slate of officers at the annual meeting of the membership as outlined in Section 10.3. Other nominations may be submitted from the floor at the annual meeting.

• Restricting service as a Board officer to all board members with the exception of the corporate representative.

ARTICLE VIII — Officers

8.1 The officers of the Aviation Council shall consist of the President, Immediate Past President, Vice President, Secretary, Treasurer, and . All officers other than the Treasurer and the shall be members of the Board of Directors. The Corporate member serving on the Board of Directors is not eligible to serve as a Board Officer. The Treasurer may, but need not be, a member of the Board of Directors. The shall be selected by the Board of Directors but shall not be a member of the Board of Directors. One (1) person is not permitted to hold more than one (1) office. The officers of the Aviation Council, other than the MINENIM11, shall be elected by a majority of the votes entitled to be cast by Active Voting Members present in person or voting by proxy at the annual meeting of the Aviation Council. Each elected officer shall hold office for a term of one (1) year, commencing on October 1 and ending on September 30 of the calendar year immediately succeeding his or her election.

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Each elected officer shall remain in office for the term to which he or she is elected, and until a successor has been duly appointed. In the event of a vacancy in any elected office, the Board of Directors shall hold a special election to elect a successor, and to fill any vacancy resulting from such election, for the remainder of the term of the office(s) being filled.

• Establishing a Corporate committee chaired by the Board's corporate representative.

ARTICLE X - COMMITTEES

10.3 The President, in consultation with the Board of Directors, shall establish a corporate committee, consisting of corporate members outlined in Section 3.5 (C) who are in good standing and determined to be "Active" members as outlined in Section 3.6. The committee shall meet at least one (1) time per calendar year. At a minimum the committee shall meet immediately prior to the annual meeting to nominate a committee representative to serve on the Board of Directors. The nominee of the committee shall not be included in the slate of officers presented by the current Board of Directors, but shall be made from the floor at the annual meeting of the membership. The corporate committee representative shall serve for one (1) year and shall not be eligible to be nominated for two (2) consecutive terms.

Respectfully submitted,

Kevin Vandeberg, A.A.E. Chair, ACA Nominating Committee

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