George H.

Cate, III
Partner
gcate@bradley.com
615.252.2347 direct
615.252.6347 fax

June 26, 2023

VIA: Email (joe.manges@faa.gov)

Joseph E. Manges
Division Counsel
Office of Airports
Federal Aviation Administration
Office of the Chief Counsel
800 Independence Avenue SW
Washington, DC 20591

Re: Metropolitan Nashville Airport Authority

Dear Mr. Manges:

As you know, we represent the Metropolitan Nashville Airport Authority (“MNAA”) in

connection with lawsuit the Metropolitan Government of Nashville and Davidson County (“Metro
Nashville”) has filed in the Davidson County Chancery Court (“Lawsuit”) challenging the
constitutionality of 2023 Tennessee Public Acts chapter 448 (the “Act”). This correspondence
responds to the June 26, 2023 letter from Associate Administrator of Airports Shannetta R. Griffin,
P.E., which we received by email this afternoon.

The Act was signed into law by Governor Bill Lee on May 19, 2023. On June 12, 2023, Metro
Nashville filed its Complaint in the Lawsuit challenging the constitutionality of the Act. However,
Metro Nashville has thus far chosen not to file a motion for a temporary injunction or seek any
other expedited relief from the Chancery Court to try to prevent the vacating and reconstitution of
the Authority’s board of commissioners from becoming effective on July 1, 2023.

Unless and until the Chancery Court rules otherwise, the Act is presumed to be constitutional, and
MNAA is legally obligated to follow it. “Every act of the General Assembly is presumptively
constitutional until condemned by judicial pronouncement.” Taylor v. State, 995 S.W.2d 78, 86
n.7 (Tenn. 1999) (collecting Tennessee authorities to that effect). Indeed, even where a Tennessee
statute appears to be unconstitutional, “the statute must be observed until it is declared void by an
authoritative tribunal.” Huntsville Util. Dist. of Scott Cnty., Tenn. v. Gen. Tr. Co., 839 S.W.2d
397, 404 (Tenn. Ct. App. 1992) (emphasis added and citations omitted); see also City of Memphis
v. Shelby Cnty. Election Comm'n, 146 S.W.3d 531, 538 (Tenn. 2004) (“The general public welfare,
and more especially the peace and good order of society, will not admit of ministerial officers
being the judge of the constitutionality of statutes and ordinances. Their failure and refusal to
enforce the law as written, in the absence of any proper adjudication of unconstitutionality, would
be intolerable.”) (quoting Bricker v. Sims, 195 Tenn. 361, 259 S.W.2d 661, 664–65 (1953)).
Joseph E. Manges
June 16, 2023
Page 2

Today’s letter from Associate Administrator Griffin states that the FAA is concerned “about the
uncertainty the legislation may have on the MNAA board governance during the pendency of the
litigation” and that “[t]o avoid this uncertainty, please be advised that the FAA will continue to
recognize the existing Board until such time as the Chancery Court rules on the issue.” The FAA,
however, would only create uncertainty by purportedly “recognizing” the existing board after July
1, 2023 in direct conflict with a state law that will vacate that board on July 1, 2023 and replace it
with a reconstituted board that will be vested with the sole authority under Tennessee law to
oversee MNAA’s affairs. The Act has not been enjoined and is deemed to be valid under
Tennessee state law until the Chancery Court rules otherwise.

Respectfully, we are not aware of any legal authority that would support the FAA continuing to
“recognize” the existing board after July 1, 2023 when it will have been vacated and replaced
under state law. If you believe there is legal support for the FAA’s “recognition” of a vacated
board after July 1, 2023, please provide it to us.

MNAA is legally obligated to follow state law and therefore, in the absence of a Chancery Court
ruling to the contrary, the reconstituted board will be seated on July 1, 2023. The FAA can rest
assured that MNAA will at all times honor its federal obligations in accordance with the grant
assurances, FAA regulations, and other applicable federal requirements.

Please let us know if you have any questions.

Thank you.

Sincerely,

George H. Cate, III

/mjc

cc: Douglas E. Kreulen, A.A.E.