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The Kentucky Association of Counties Leasing Trust held a special Board of Trustees meeting at 1 p.m. on Thursday, December 12, 2024. This meeting was held via video teleconference pursuant to proper notice given in accordance with KRS 61.826 and KRS 65.312(3).
The roll was called. The following Trustees participated via video teleconference: Chair Amy Chandler, Warren County Attorney; Vice-Chair Gary Moore, Boone County Judge/Executive; Bill Bartleman, McCracken County Commissioner; Tabatha Clemons, Grant County Clerk; and Matt Wireman, Magoffin County Judge/Executive.
Others participating virtually included: Jim Henderson, Executive Director/CEO; Karen Basham, Chief Financial Officer; Tim Sturgill, General Counsel; Lonnie Campbell, Assistant Director of Financing Services; Kelly Mittler, Financing Officer; B. J. White, Accounts Receivable Officer; Alyssa Rogers, Staff Accountant; R.J. Palmer, Senior Vice President, Compass Municipal Advisors, LLC; Mark Franklin, Board Counsel, Dinsmore & Shohl, LLP; and Sonya Chesser, Executive Assistant to CEO/Director of Administrative Services.
Chair Chandler called the meeting to order at 1:04 p.m.
Motion made by Bill Bartleman, seconded by Gary Moore, to approve the minutes of the October 24, 2024, meeting as presented. Motion carried.
Ms. Basham presented and discussed the following financial reports: consolidated statement of financial position as of October 31, 2024; cash transactions for November 2024; and the FY 2024/25 PAF budget for period July 1, 2024 through November 30, 2024.
Ms. Basham presented and discussed the investment report and security transactions for September 2024 and October 2024.
Motion made by Gary Moore, seconded by Tabatha Clemons, to acknowledge receipt of the financial and investment reports and ratify the security transactions as presented. Motion carried.
Ms. Basham presented the investment policy for the board's annual review. She recommended no changes at this time to allow the Program's new investment manager, Conning, and Strategic Asset Alliance to review the Program's investment policy and portfolio.
Judge Moore encouraged that the Program avoid holding large sums of cash in accounts that only earn standard bank interest, and instead focus on transferring funds into investment options, such as money market accounts or longer-term investments.
Mr. Franklin discussed the new federal reporting requirement as passed by Congress. The Corporate Transparency Act (CTA), enacted in 2021, was passed to enhance transparency in entity structures and ownership to combat money laundering, tax fraud, and other illicit activities. It is designed to capture more information about the ownership of specific entities operating in or accessing the U.S. market and requires business entities to register by end of the calendar year. Mr. Franklin said he does not believe that this Act applies to the KACo Leasing Trust and based on the nature of the program, no registration is required. Recently, a federal district court in Texas granted a nationwide preliminary injunction barring enforcement of the reporting requirements.
Motion made by Gary Moore, seconded by Bill Bartleman, that upon review of the provisions of the Federal Corporate Transparency Act and advice of legal counsel, the Board of Trustees finds that the Kentucky Association of Counties Leasing Trust, a trust formed under the Kentucky Interlocal Cooperation Act, is not a "Reporting Company" as defined by the Act. The Board further finds that even if it was determined to be a Reporting Company, the Trust, as an entity established under the laws of the Commonwealth of Kentucky that exercises governmental authority on behalf of its member political subdivisions and an issuer of securities registered under section 12 of the Securities Exchange Act of 1934, is exempt from filing beneficial owner information otherwise required by the Act pursuant to 31 USC § 5336(a)(11)(B)(i) and (ii). Motion carried.
Chair Chandler requested approval of the following meeting schedule for 2025: Jan. 29, Feb. 26, Mar. 19 at 2:30 p.m., Apr. 23, May 28 at 2:30 p.m., June 25 at 2:30 p.m., July 23, Aug. 20, Sept. 24 at 2:30 p.m., Oct. 22, and Dec. 17 at 2:30 p.m. All meetings will be held at 1 p.m., unless otherwise noted, via video teleconference in accordance with KRS 61.826; that the primary location of the teleconference where the public will be allowed to attend will be at the offices of the Kentucky Association of Counties, 400 Englewood Drive, Frankfort, Kentucky.
Chair Chandler encouraged the board to meet virtually with in-person gatherings during the same week as the quarterly Board of Directors meeting for more in-depth discussions.
Motion made by Bill Bartleman, seconded by Tabatha Clemons, to adopt the schedule of meetings for 2025 as presented; that all meetings will be held via video teleconference in accordance with KRS 61.826; that the primary location of the teleconference where the public will be allowed to attend, unless otherwise noted on the schedule, will be at the offices of the Kentucky Association of Counties, 400 Englewood Drive, Frankfort, Kentucky. Motion carried.
A copy of the lease activity for the month of September 2024, was provided.
Motion made by Tabatha Clemons, seconded by Bill Bartleman, to cancel the regularly scheduled meeting of Dec. 19, 2024.
Motion made by Bill Bartleman, seconded by Matt Wireman, to adjourn the meeting at 1:42 p.m. Motion carried.
