The principal office of the corporation shall be located at 14501 US HWY 41-S, Robards, Kentucky, 42452. The corporation may have such other offices, either within or without the Commonwealth of Kentucky, as the business of the corporation may require from time to time.
The members of the corporation shall be those who have paid dues as set by the Board of Directors. The annual meeting to be determined each year, commencing in 2020, at such time and place as designated in the notice thereof. The primary purpose of such meeting shall be a fundraiser event; to acknowledge and brief the membership of the activities of the group; and, to elect the officers for the upcoming year(s).
- General Powers
The business and affairs of the corporation shall be managed by its Officers and Board of Directors.
- Number, tenure and qualifications.
The number of Directors of the corporation shall be five (5); but, may be increased or decreased by amendment of this Bylaw. The terms of office shall be two (2) years or (3) years. The Board of Directors shall be elected at the annual meeting of members. Each Director shall serve as a Director until the earlier of (1) the next annual meeting and election of the Officers and Board Members and until a successor has been elected and qualified; or (2) the Director is removed by a majority of the members, with or without cause.
Should a vacancy occur on the Board of Directors prior to completion of the term, such vacancy may be filled by the affirmative vote of the majority of the remaining Board of Directors, though less than a quorum.
- Annual Meeting
The annual meeting shall be held in conjunction with an annual fundraiser event and with notice of the appropriate date, time and location. Immediately after the annual meeting of the members and the election of Officers and Board Members of the corporation for the upcoming year; the Officers and Board Members will meet to address any other business as may properly come before the board.
- Special Meeting
Special meetings of the Board of Directors may be called by or at the request of the President, or by a majority of the Board of Directors in office. This person or persons authorized to call all special meetings of the Board of Directors may fix any time and place, either within or without the Commonwealth of Kentucky, as the place for holding any special meeting of the Board of Directors., called by them.
A simple majority of the Board of Directors and Officers shall constitute a quorum for the transaction of business at any meeting of the Officers and Board of Directors, provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
- Manner of Acting
The act of simple majority of the Officer and Board of Directors present as a meeting at which a quorum is present shall be the act of the full Board of Directors.
No Director shall receive any compensation for their services as Officer or Director, however, any expenses incurred by any Officer or Director by reason of their duties or responsibilities as such may be paid or reimbursed by the corporation; provided that nothing contain herein shall be construed as any form of conflict of interest to the corporation.
The President and/or Board of Directors shall have authority to establish ant such committees as in may consider necessary or convenient for the conduct of its business. The Board of Directors may establish an Executive Committee in accordance with and subject to the restriction set out in the statues of the Commonweal of Kentucky.
- Informal Actions
Any action required or permitted to be taken at a meeting of the Officers and Board of Directors and Officers, or any action which may be taken at a meeting of the Officers and the Board of Directors or of a committee, may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all of the Directors, or all members of the committee, as the case may be, and included in the minutes of filed with the corporate records. Such consent shall have the same effect as a unanimous vote.
The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer and a Media Coordinator, and a Board of Directors (5) any such other officer whose duties may be fixed from time-to-time by the Board of Directors and who are elected in accordance with provision of this article.
- Election and term of office
Each officer shall hold office until a successor shall have been duly elected and qualified or until their death, or until they shall resign, or shall have been revoked in the manner hereinafter provided. After the initial election of officer at the corporation’s organization meeting, the officers of the corporation shall be elected at the annual members meeting and election of officers. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors and Officers. Officers and Board Members will serve terms of two (2) or three (3) years. The initial Board of Directors shall be made of those individuals whose names appear in the Articles of Incorporation and the Officers and Board Members are those listed in this first setoff Bylaws.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgement the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
The President shall be the chief executive officer of the corporation and shall in general supervise and control all of the day-to-day affairs of the corporation. The President shall perform all duties incident to the office of President and such other duties as maybe prescribed by the Board of Directors, from time to time.
- Vice President
The Vice President in the absence of the President or in the event of their inability, or refusal to act, shall perform the duties of the President and, when doing so, shall have all of the powers and be subject to all of the restrictions of the President. The Vice President shall perform such other duties as from time to time may be assigned by the President of by the Board of Directors. Also, the Vice President will act as the chairman at any Board of Directors meeting.
The Secretary shall (1) Keep and retain the minutes of the members’ and the Board of Directors’ meeting(s). (2) See that all notices are duly given in accordance with ether provision of these bylaws, or as required by the law; (3) Be custodian of the corporate records; and (4) in general, Preform all duties incident to the office of Secretary as such other duties as from time to time may be assigned by the President or by the Board of Directors.
The Treasurer shall (1) have charge and custody of and be responsible for all funds and securities of the corporation; Receive and give receipts of monies due and payable to the corporation from any sources whatsoever and deposit all such monies in the name of the corporation in such bank, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws; and (2) in general, Perform all duties incident to the office of Treasure such other duties as from time to time may be assigned by the President or the Board of Directors. Additionally, the Treasurer shall make sure that two signatures are provided on all checks on behalf of the corporation and provide a copy of the monthly bank statement to the President as well as a Treasurer’s report to each meeting of the Officers and Boards of Directors.
Contract, Loans, Check and Deposits
The Board of Directors my authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or continued to specific incidences.
No loans shall be contracted on behalf of the corporation, and no evidence of indebtedness shall be issued in the name unless authorized by resolution the Board of Directors. Such authority may be general or confined to specific instances.
- Checks, draft, orders, etc.
The Treasurer will handle all checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation in such a manner as shall from time to time be determine by resolution of the Board of Directors. Two signatures will be required on all checks issued on behalf of the corporation. Copies of the monthly bank statement will be provided to the President.
The Treasurer will deposit all funds of the corporation, not otherwise employed, from time-to-time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
- Charitable contributions
No officer shall make a charitable contributions in the name of, from the funds of, or on behalf of the corporation without prior authorization by the Board of Directors.
Books and Records
The Secretary of the corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors, and shall keep at the principal office a record giving the names and address of the Directors entitles to vote. All books and records of the corporation may be inspected by any Officer or Board of Director(s) or their agent or attorney, for they proper purpose, at any reasonable time.
The fiscal year of the corporation shall be the calendar year, January 1 through December 31.
Amendment of Bylaws
These bylaws may be amended, altered, changed, added to, or repealed by the affirmative vote of the majority of the Officers and Board of Directors, if notice of the proposed amendment, alternation, change, addition, or repeal be contained in the notice of the meeting of the Board of Directors. Notwithstanding the above, the members may amend, alter, change, add to, or repeal these bylaws at any time during and annual meeting.
ADOPTED this 12th day of December, 2019
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