Minutes Board of Directors Meeting

Thursday, July 20, 2017 – Noon, EDT Galt House Hotel, Louisville, Ky.

Voting Members Attending: Dave Adkisson Don Bloomer Craig Browning Malcolm Bryant Mike Castle Rusty Cheuvront Brent Cooper Paul Costel John Crockett Ben Cundiff Ray Daniels Scott Davis Tom Eller Bryan Fite John Gohmann Winston Griffin Eric Haas Andrew Henderson Janet Jakubowicz Michael Karpf Bill Lear Brad Levi Rich Maddux Diane Medley John Megibben Candance McGraw Chris Reid Nick Rowe Rodney Shockley Helen Sims Joe Steier Kennan Wethington Ex-Officio Members Attending: Jay Box Ron Bunch Bruce Carpenter Tim Gibbs Bob King Kent Oyler ` Brad Richardson Sandra Wilson Voting Members Absent: Harold Butler Kevin Canafax Mark Carter Garren Colvin Russ Cox Joe Craft Nick D’Andrea Laura D’Angelo Juanita Deskins Buzz English Marilyn Ford Stephen Gray Hood Harris Wil James Franklin Jelsma Warren Rogers Matt Satterwhite Chuck Session Jon Stewart Bill Thomason Paul Thompson Tierra Wayne Ex-Officio Members Absent: Candance Brake Jordan Gibson Terry Gill Hal Goode Bob Quick Past Chairs Attending: Craig Guess, 2006-2007 Lyle Hanna, 1999-2000 Elizabeth McCoy, 2013-2014 Darby Turner, 2008-2009 Guests Attending: Jennifer Barber, Frost Brown Todd LLC Fred Baumann, Bauman Paper Co., Chair, Small Business Council Stephen Branscum, Branscum Construction Co., Chair, Political Action Committee Carolyn Brown, Dinsmore & Shohl LLP, Chair, Energy & Environment Council John Cubine, Taylor-Gray Associates/Kentucky Chamber Bob Gray, Taylor-Gray Associates Chad Harpole, Century Aluminum of Kentucky, Chair, Candidate Evaluation Committee Diana Taylor, Taylor-Gray Associates

Staff Attending: Jennifer Adams Michael Brickey Travis Burton Amy Cloud Sawyer Coffey Beth Davisson Jim Ford Candy Keeton Patrick Merchak Hilary Morgan Meghan Noward Aimee Stafford Beverly Standifer Cindy Torpey Ashli Watts Kelly Wolf Call to Order and Introductions. Chairman Bill Lear called the meeting to order and welcomed everyone to the summer board meeting, the Business Summit and the Annual Meeting. He indicated this board meeting would serve as the official 2017 Annual Meeting of the Kentucky Chamber. He introduced Mr. Tom Eller, regional president of BB&T for Kentucky, who was elected to the Board at the previous meeting in Bowling Green to fill a vacancy. Tom has already been very active with the chamber and BB&T has partnered with the Chamber Foundation in supporting the Leadership Institute for School Principals through BB&T’s Leadership Center in Greensboro, NC. Consent Agenda. Dave Adkisson presented the minutes of the April 21, 2017, board meeting in Bowling Green, the minutes of the April 20 executive committee meeting in Bowling Green and, the minutes of a special executive committee conference call regarding pensions on June 30, 2017, and called on Treasurer Winston Griffin to summarize the Chamber’s June 30, 2017, financial report. Mr. Griffin indicated the Chamber was currently in solid shape after nine months of the fiscal year, and all indications were that the Chamber would be successful in meeting budget by September 30. On a motion by John Crockett, seconded by Candace McGraw, the consent agenda was approved unanimously. Bylaws Committee Report. Chairman Bill Lear reported on behalf of the Bylaws Committee (Bill Lear, Darby Turner and Paul Thompson) and suggested some minor changes to the 2007 bylaws. He reported it had been 10 years since the previous bylaws revision, and he hoped the proposed revisions would serve the Chamber well for the coming 10 years. He commended his law partner Ken Sagan for having provided an initial review of the bylaws with minor editing to bring them up-to-date with Kentucky law. Dave Adkisson reported the bylaws had been emailed to the board the previous week and, therefore, satisfied the requirement for revising the bylaws at this particular board meeting. On a motion by Brent Cooper to approve the Committee’s recommendation along with a commendation from the board to attorney Ken Sagan for his work on the bylaws, seconded by Candace McGraw, the Committee’s recommendations were approved unanimously. Board Development Committee Report. Dave Adkisson reported for committee chairman Joe Craft and presented the slate of proposed officers and directors for the coming year. He said the challenge of the Committee was greater this year due to circumstances and timing. There were 15 vacancies to fill on the Board and 6 to fill on the Executive Committee. The Committee’s recommendations are attached to these minutes and included herein. Chairman Lear said the Committee’s report would stand as a motion, seconded by Paul Costel and the motion carried unanimously.

Public Affairs.

1) Pension Reform. Dave Adkisson explained a five-page memo that the Chamber’s Executive Committee had approved via conference call on June 30 and said it had been forwarded to State Budget Director John Chilton. Adkisson had followed up by delivering copies to legislative leaders and the two co-chairs of the Public Pension Oversight Board. He also called Mr. Chilton and asked him to forward the memo to the PFM consultants who are working on behalf of the governor to chart a way forward on Kentucky’s pension situation. There has not been a specific response from the administration to date.

2) School Accountability. Adkisson drew attention to the joint letter signed by the Kentucky Chamber, the Prichard Committee, the NAACP and the Urban League questioning the new accountability system and stating the system needs to be better defined on several key points including closing the achievement gap, emphasizing essential skills and providing clear information to parents and communities about how schools are performing.

3) Court Decision on Ethics Law. Adkisson reported on the recent court decision that Kentucky’s legislative ethics law is unconstitutional. The Chamber has issued a statement calling on the state board of elections to file an appeal. Ms. Watts said she’s working with the Chamber’s member law firms to select an attorney who would file an amicus brief on behalf of the Chamber. Adkisson said if the Appeals Court upholds the lower court’s decision, the Chamber may need to seek a legislative solution, i.e. a new legislative ethics law. Ms. Watts has assembled other state associations to join with the Kentucky Chamber to seek a solution.

4) Congressional Forum. Vice President Ashli Watts announced the 2nd Annual Congressional Forum would be held on August 28, 2017, in Louisville. Leader McConnell, Congressman Yarmuth, Congressman Comer were confirmed and Congressman Guthrie was likely to attend.

5) Federal Agenda. Dave Adkisson reported on the proposed Federal Agenda for 2018 and said the Chamber would like to have it officially adopted before the Congressional Forum on August 28. On a motion by Helen Sims, seconded by Nick Rowe, the Federal Agenda was approved. Adkisson noted that the Chamber had not taken a position on the “Repeal and Replace Obamacare” activity in Washington. There were a variety of health reform initiatives in the House and Senate and Adkisson said we were not hearing from Chamber members that the Chamber should weigh in for/against those particular bills.

6) Chamber PAC. Dave Adkisson indicated that PAC chairman Steve Branscum had recently sent a letter to the entire Chamber membership encouraging participation in the Chamber’s PAC. He also encouraged board members to contribute to the PAC in order to reach 100% board participation.

7) Recognition of Bill Lear. Dave Adkisson called on vice president Ashli Watts who presented a Louisville Slugger as an MVP award to Bill Lear. She said the award is generally reserved for legislators but Chairman Lear had been especially helpful during the 2017 Session and on recent legislative, policy, and political items on behalf of the Chamber.

Special Presentation on Tax Reform. Vice President Ashli Watts introduced attorney Jennifer Barber with Frost Brown Todd, LLC to provide an overview of some of the issues involved with tax reform in Kentucky. Ms. Barber recently presented to the Chamber’s Competitiveness Council. Ms. Barber gave an excellent PowerPoint presentation on some of the key issues involved with modernizing Kentucky’s tax code. The presentation was well received by the Chamber board.

President’s Report.

1) 2017 Business Plan. Dave Adkisson provided a written update on progress of the business plan after three-fourths of the Chamber’s year.

2) News Clips. Adkisson also provided a sample of new clips relating to the Chamber from the most recent quarter.

3) Recognition of Kevin Smith. Adkisson recognized board member Kevin Smith of Beam Suntory and said he had represented the Chamber on the Governor’s Commission on the 225th anniversary of the Commonwealth. The board recognized Mr. Smith by giving him a coffee table book featuring scenes of Kentucky.

4) Recognitions. Adkisson reported the Association of Chamber of Commerce Executives had its national convention in Nashville, TN earlier in the week and Paducah had won the competition for Chamber of the Year in its population category. Bowling Green was a finalist for Chamber of the Year in its population category although Huntsville, AL, had been named the winner. The Kentucky Chamber’s sales manager Jennifer Adams had been recognized with a membership sales award indicating she had recruited more than $175,000 in new member revenue in her first two years with the Chamber.

New Business. Chairman Lear asked for new business but hearing none he called on Dave Adkisson to review upcoming chamber events. Adjournment. With no additional business before the board of directors, the meeting was adjourned at approximately 1:20 p.m. Signed: ______________________________________ ___________________________________ Bill Lear, Chair Dave Adkisson Kentucky Chamber of Commerce President & CEO Board of Directors Kentucky Chamber of Commerce Dated: ________________________________, 2017 ______________________________, 2017

6.21.2017

2017 Board Development Report

2017 Board Development Committee: Joe Craft, Chair Alliance Resource Partner, LP / Alliance Coal, LLC Bill Lear Stoll Keenon Ogden, PLLC Kevin Canafax Fidelity Investments Wil James, Jr., Past Chair 2014-2015 Toyota Motor Manufacturing, Kentucky, Inc. Elizabeth McCoy, Past Chair 2013-2014 Planters Bank, Inc.

2

Proposed 2017 – 2018 Executive Committee

Chair Joe Craft Alliance Resource Partners, LP / Alliance Coal, LLC

Immediate Past Chair Bill Lear Stoll Keenon Ogden, PLLC Chair-Elect Paul Thompson LG&E and KU Energy LLC Treasurer Winston Griffin Laurel Grocery Company Vice Chair, Administration Nick Rowe Kentucky American Water Vice Chair, Business Education Hood Harris AT&T Kentucky Vice Chair, Membership/Marketing Rusty Cheuvront Brown-Forman Corporation Vice Chair, Public Affairs Nick D’Andrea UPS Small Business Representative Don Bloomer Citizens National Bank Chair, Kentucky Chamber Foundation Janet Jakubowicz Bingham Greenebaum Doll, LLP At-Large Member Mike Castle Alltech, Inc. At-Large Member Candace McGraw Cincinnati/Northern KY Int’l Airport At-Large Member Helen Sims Superior Care Home, Inc. At-Large Member Kevin Smith Beam Suntory President and CEO Dave Adkisson Kentucky Chamber of Commerce

3

Directors Completing Their Terms (Board members are limited to three consecutive two-year terms)

Second District Craig Browning U.S. Bank Bowling Green, Ky. Malcolm Bryant The Malcolm Bryant Corporation Owensboro, Ky. Charles “Buzz” English, Jr. English, Lucas, Priest & Owsley, LLP Bowling Green, Ky. Third District Harold Butler Stites & Harbison Louisville, Ky. Paul Costel Chase, Kentucky Louisville, Ky. Tierra Kavanaugh Wayne TKT & Associates, Inc. Louisville, Ky. Fourth District Kevin Canafax* Fidelity Investments Covington, Ky. Eric Haas National Band & Tag Company Newport, Ky. Fifth District Juanita Deskins Pikeville Medical Center Pikeville, Ky. Sixth District Wil James, Jr.* Toyota Motor Manufacturing, KY, Inc. Georgetown, Ky. Dr. Michael Karpf University of Kentucky Healthcare Lexington, Ky.

*Kevin Canafax, Fidelity Investments, Covington will remain on the board as an ex-officio member by virtue of serving as Chairman 2015-2016.

*Wil James, Jr., Toyota Motor Manufacturing Kentucky, Inc., will remain on the board as an ex-officio member by virtue of serving as Chairman 2014-2015.

4

Directors Eligible for Re-Election (First or Second two-year term ending)

First District Ben Cundiff Cundiff Farms Cadiz, Ky. Rich Maddux, Jr. The Cowabunga Group, Inc. Hopkinsville, Ky. Helen Sims Superior Care Home Paducah, Ky. Second District Chris Reid Independence Bank Owensboro, Ky. Kevin Smith Beam Suntory Clermont, Ky. Third District Mark Carter Passport Health Plan Louisville, Ky. Russ Cox* Norton Healthcare, Inc. Louisville, Ky. Nick D’Andrea UPS Louisville, Ky. Tom Eller, Jr.* BB&T Louisville, Ky. Janet Jakubowicz Bingham Greenebaum Doll, LLP Louisville, Ky. Paul Thompson LG&E and KU Energy, LLC Louisville, Ky. Fourth District Brent Cooper C-Forward, Inc. Covington, Ky. Candace McGraw Cincinnati/Northern KY Int’l Airport Hebron, Ky. Matt Satterwhite* AEP Kentucky Power Ashland, Ky. Chuck Session Duke Energy Kentucky Cincinnati, Oh. Fifth District Don Bloomer Citizens National Bank Somerset, Ky. Winston Griffin Laurel Grocery Company London, Ky. Sixth District Ray Daniels LexiDan Foods Lexington, Ky. Andrew Henderson Lexington Clinic Lexington, Ky. Rodney Shockley Forcht Group of Kentucky Lexington, Ky. Kennan Wethington Anthem BCBS of Kentucky Lexington, Ky. *Appointed to board mid-year, replacing a resigning board member; Eligible for first full two-year term.

5

Directors Continuing

First District Scott Davis Field & Main Bank Henderson, Ky. Bryan Fite Westlake Chemical Corporation Calvert City, Ky. Second District Marilyn Ford United Bank Elizabethtown, Ky. Third District Rusty Cheuvront Brown-Forman Corporation Louisville, Ky. John Crockett Frost Brown Todd, LLC Louisville, Ky. Hood Harris AT&T Kentucky Louisville, Ky. Franklin Jelsma Wyatt Tarrant & Combs, LLP Louisville, Ky. Diane Medley Mountjoy Chilton & Medley, LLP Louisville, Ky. John Megibben Messer Construction Company Louisville, Ky. Joseph Steier Signature HealthCARE Louisville, Ky. Pattie Dale Tye Humana, Inc. Louisville, Ky. Fourth District Garren Colvin St. Elizabeth Healthcare Edgewood, Ky. Brad Levi Marathon Petroleum Company LP Catlettsburg, Ky. Sixth District Matt Castle Alltech, Inc. Nicholasville, Ky. Joe Craft Alliance Resource Partners LP/Alliance Coal, LLC Lexington, Ky. Laura D’Angelo Dinsmore & Shohl, LLP Lexington, Ky. John Gohmann PNC Bank Lexington, Ky. Stephen Gray Gray Construction Lexington, Ky. Bill Lear* Stoll Keenon Ogden, PLLC Lexington, Ky. Warren Rogers W. Rogers Company Lexington, Ky. Jon Stewart Kentucky Employers’ Mutual Insurance Lexington, Ky. Bill Thomason Keeneland Association Lexington, Ky.

*Bill Lear, Stoll Keenon Ogden, PLLC, Lexington, Ky. – Board term expired Sept. 30, 2017, however he was elected Chair 2016-2017 and will remain on the Board and Executive Committee as Immediate Past Chair during 2017-2018, in keeping with the By-Laws adopted 4.18.07.

6

New Board Members Nominated

First District Scott Powell, Market President U.S. Bank Paducah, Ky. Second District Matt Adams, General Manager Sumitomo Bowling Green, Ky. Adam Hancock, President Riney-Hancock Owensboro, Ky. Mark Loik, CEO Bilstein Cold Rolled Steel Bowling Green, Ky. Third District Gabby Bruno, Regional Director Ford Louisville, Ky. Linda Danna, President & General Mgr. WHAS Louisville, Ky. Chris Perry, President/CEO Ky. Assn. of Electric Cooperatives Louisville, Ky. Fourth District Mark Guilfoyle, Partner Dressman Benzinger LaVelle, PSC Ft. Mitchell, Ky. Fifth District Mark Gooch, President/CEO Community Trust Bank Pikeville, Ky. Cindy May Johnson, President/CEO EKY Broadcasting Pikeville, Ky. Sixth District Susan Elkington, Sr. Vice President Toyota Motor Manufacturing KY, Inc. Georgetown, Ky. Ed Quinn, CEO R J Corman Nicholasville, Ky.

7

Ex-Officio Members (Non-Voting)

Dr. Jay Box Kentucky Community & Technical College System (KCTCS) Versailles, Ky. Sec. Terry R. Gill, Jr. Kentucky Cabinet for Economic Development Frankfort, Ky. Hal Goode Kentucky Association for Economic Development (KAED) Frankfort, Ky. Robert King Council on Postsecondary Education (CPE) Frankfort, Ky. Ex-Officio (Non-Voting) Members – Local Chamber Advisory Board Candance Brake Greater Owensboro Chamber of Commerce Owensboro, Ky. Ron Bunch Bowling Green Area Chamber of Commerce Bowling Green, Ky. Bobby Clue Somerset-Pulaski Co. Chamber of Commerce Somerset, Ky. Aaron Dail Murray-Calloway County Chamber of Commerce Murray, Ky. *KCCE President Tim Gibbs Ashland Alliance Ashland, Ky. Jordan Gibson Southeast Kentucky Chamber of Commerce Pikeville, Ky. VACANT Northern Kentucky Chamber of Commerce Ft. Mitchell, Ky. Kent Oyler Greater Louisville Inc. Louisville, Ky. Bob Quick Commerce Lexington Inc. Lexington, Ky. Brad Richardson Hardin County Chamber of Commerce Elizabethtown, Ky. Sandra Wilson Paducah Chamber of Commerce Paducah, Ky.