The Coffee County Commission is the only governing body with authority to appoint members to the Public Building Authority (PBA), the board that oversees the Manchester-Coffee County Conference Center. That’s according to County Technical Assistance Service (CTAS), which provides technical consulting to assist county government operations.
Coffee County Mayor Gary Cordell asked CTAS to review all relevant incorporation documents to determine which board has the authority to appoint PBA members following the authority’s controversial Sept. 14 decision to change its bylaws to increase Manchester’s representation on its board.
According to CTAS, the PBA is strictly a county entity and all board members must be appointed by the county mayor with the confirmation by the county commission. The PBA, in turn, does not have the authority to determine its own membership.
That means the October appointment of Jewell Noblitt to the authority without commission approval is unlawful, as is the appointment at least one other member, David Pennington, and possibly others.
Changing the bylaws
The seven-member PBA board oversees the operations of the financially-troubled conference center. The center has lost millions since opening its doors in 2002 - more than $1.5 in the last four years alone – and responsibility for covering those losses is split equally between the county and the City of Manchester.
Before the September vote, the City of Manchester, the City of Tullahoma and rural Coffee County were each represented by two PBA board members and the seventh member was designated at-large.
With the September vote, that changed.
Under the new bylaws, three members would be appointed by the Manchester Board of Mayor and Aldermen to represent Manchester. The rest, appointed by the Coffee County Commission, could be selected from anywhere within the county.
Though Coffee County Attorney Robert Huskey advised PBA it would be legal to change its bylaws to have members appointed by Manchester City, board member Greg Sandlin questioned whether the city had the legal authority to make appointments to the county board and opposed the change, claiming it would be unfair for the county to lose a seat.
To settle the question, Cordell asked CTAS to review all relevant documents to determine whether the authority’s revised bylaws are lawful and consistent with its charter and certificate of incorporation. Until that review was complete, the Coffee County Legislative Committee asked the PBA to refrain from appointing new members.
However, the appointment has already been made. Since October, Noblitt has served as the third Manchester representative, filling the seat left vacant by the Sept. 8 expiration of county representative Vernon Sherrill’s term.
The term of Tullahoma representative Stan Teal, who is seeking reappointment, also expired Sept. 8. The county commission approved Teal’s reappointment Nov. 13.
County officials received the CTAS opinion that all members must be appointed by the county mayor and confirmed by county commission Nov. 26.
According to CTAS manager of legal services Libby McCroskey, the Public Building Authority Act of 1971 (TCA 12-10-101) governs the formation and operation of public building authorities, and it provides for the formation of a PBA by a county, incorporated city or town or utility district in the state – each defined as a “municipality” – or by two or more such municipalities acting jointly.
“Based on our review of the information submitted, it is our opinion that the Coffee County PBA was formed by Coffee County acting alone,” McCroskey said. “The documents submitted to us included a resolution approving the application to form the Coffee County PBA adopted by the Coffee County Commission, dated Sept. 5, 2000, as required under TCA 12-10-104.”
On the same date, the Coffee County Commission passed a resolution appointing the initial board of directors.
There was no corresponding resolution adopted by the City of Manchester, McCroskey said, nor is there any mention of the City of Manchester’s participation in forming the Coffee County PBA in any of the submitted documentation.
“In the documents submitted to us we found no evidence of any action taken on the part of the City of Manchester in the formation of the Coffee County PBA, and no mention of the City of Manchester in any of the documents evidencing the formation of the Coffee County PBA,” McCroskey said. “Accordingly, it is our opinion that the county acted alone in forming the Coffee County PBA.
“We do not believe that the action of Coffee County and the City of Manchester, evidenced by an agreement dated Nov. 21, 2000, to form joint venture for the acquisition and operational funding of a conference center has any effect on the status of the Coffee County PBA as a single-municipality PBA,” McCroskey added.
In order for current board members to serve in accordance with state law, Sandlin said, “at a minimum, the [county] commission should vote on the currently unapproved PBA directors,” said Sandlin.
“The proposed changes to the bylaws suggested at our Sept 14, 2018, PBA meeting should be reconsidered and submitted to the commission for approval,” Sandlin said. “The fairest breakdown of a seven-member county board, considering the populations of Manchester, Tullahoma and rural county, at 19 percent, 35 percent and 46 percent (respectively) would be two seats for Manchester, two for Tullahoma and three for rural county.”
The PBA bylaws, he said, should reflect this breakdown, which has historically been the case.
Finding the right individual
Now that it’s clear how PBA members should be appointed, Coffee County Legislative Committee member Margaret Cunningham wants to focus on finding the right individuals for the job.
“It is extremely hard to find members who want to serve on a controversial board, with the intent to do their fiduciary duty and correct a long-standing problem,” Cunningham said. “[It’s] almost impossible, as exemplified by the members we’ve appointed to this point, with a few exceptions.
“That’s why we have appointed them, but few have the guts and backbone to make it happen,” Cunningham said. “It is easier to sit on the sidelines and rubberstamp the majority’s defense of their historic actions and then make excuses why something hasn’t changed to correct a historic wrong.”
But, she said, that’s the board members’ responsibility, “or else they need to resign.”
“The challenge now is to find a representative to replace Vernon Sherrill,” she said.
Sherrill’s replacement should be an individual with “a backbone to battle a long-standing, ineffective board,” Cunningham said.
“The board is made up of good, responsible community citizens, and I know they want corrective actions but have not followed through to make it happen,” Cunningham said. “Wanting and doing are two different things. It is very difficult to make that happen; however, the taxpayers of this county deserve better oversight than what we’ve consistently had.”
Cunningham said it would be challenging to find the right individual for the board.
“People want to complain about the conference center, but few want to step up and help with a problem on a difficult board – it is easier to complain,” she said.
Elena Cawley can be reached via email at email@example.com.