Amended and Restated as of September 4, 2013
ARTICLE I: OFFICE
The principal office of the Corporation in the Commonwealth of Kentucky shall be located in the City of Louisville. 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.
ARTICLE II: MEMBERS
Section 1. Eligibility. Eligibility for membership in the Corporation, which shall be determined on a non-discriminatory basis, shall be established by the Board of Directors from time to time.
New members may be admitted to the Corporation upon submission of the membership application and payment of the annual dues prescribed by the Board of Directors. Any member may be removed by a majority vote of the Board of Directors for nonpayment of annual dues or other charges assessed against such member or whenever in its judgment the best interests of the Corporation would be served thereby.
Section 2. Annual Meeting. The annual meeting of the members shall be held in the month of February for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members to be held as soon thereafter as may be convenient.
Section 3. Regular Meetings. Regular meetings of the members shall be held monthly at such time and place as the Board of Directors may designate.
Section 4. Quorum. A majority of the members present shall constitute a quorum at any meeting of members. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 5. Voting. Each member present at a meeting of the membership shall be entitled to one vote upon each matter submitted to a vote.
Section 6. Informal Action by Members. Any action required to be taken at a meeting of the members may be taken without meeting if a consent in writing, setting forth action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
ARTICLE III. DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of sixteen (16) members. Each director shall hold office for the term for which he or she is elected or until a successor shall have been elected and qualified for the office, whichever period is longer. Removal may be made, with or without cause, by resolution adopted by the majority of the full Board of Directors. Directors need not be residents of Kentucky.
Section 3. Election and Term of Office. A nominating committee consisting of three (3) directors who are not then standing for election to the Board shall present a slate of nominees for election by written ballot of the members attending the annual meeting of members. The ballot shall first include the names of those persons nominated for the slate, pursuant to our by-laws, secondly those remaining persons who have expressed interest in serving on the board. All names will be listed in alphabetical order within each group. The ballot will also provide members with the opportunity to write in the name of any person not appearing on the ballot. Persons receiving write-in votes are not required to have given previous notification of interest in nomination. Any person receiving enough write in votes to become a member of the board shall be asked after voting is closed if they accept the nomination.
The term of office shall be for two years. Each director shall hold office until his or her successor shall have been duly elected and qualified or until his or her death, resignation or removal in the manner provided by these bylaws. A director may serve up to three consecutive two-year terms after which at least one year must pass before he or she is eligible for re-nomination to the Board. No director is eligible to serve more than a total of six two-year terms. This provision is effective as of the election of Directors in 2012.
Section 4. Removal. Any director may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 5. Regular Meetings. Unless otherwise ordered by the Directors, a regular meeting of the Board of Directors shall be held without other notice than this bylaw at 7:30 A.M. on the first Wednesday of each month at such place, within or without the Commonwealth of Kentucky, as the Board of Directors may fix. The Board of Directors may provide, by resolution, the time and place, within or without the Commonwealth of Kentucky, for the holding of additional regular meetings without other notice than such resolution.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any three directors. The person or persons authorized to call special meetings of the Board of Directors may fix any 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.
Section 7. Annual Meeting. The annual meeting of the Board of Directors shall be held in the month of March or April for the purpose of electing officers, appointing an Executive Committee if one is so desired, and the transaction of any other business as may come before the meeting. The Board of Directors may fix the time and place, either within or without the Commonwealth of Kentucky, as the place for holding any annual meeting.
Section 8. Notice. Notice of any special meeting shall be given at least seven (7) days prior thereto by written notice delivered personally, or mailed by postal delivery or electronically, to each director. If mailed by postal delivery, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with first class postage thereon prepaid. If notice is sent electronically, reply by return receipt or by written acknowledgement from the recipient is deemed proof of notice. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 9. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly organized meeting at which a quorum was determined to be present may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. The directors not physically present shall not be counted for the purpose of a quorum.
Section 10. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.
Section 11. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right of dissent shall not apply to a director who voted in favor of such action.
Section 12. Informal Action. Any action required by law to be taken at a meeting of the Board of Directors, or any action that may be taken at a meeting of 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 of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
ARTICLE IV. EXECUTIVE COMMITTEE
Section 1. Appointment. The officers of the Corporation shall constitute an Executive Committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
Section 2. Authority. The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except that the Executive Committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, recommending to the members the sale, lease or other disposition of all or substantially all of the property and assets of the Corporation, recommending a voluntary dissolution of the Corporation or amending the Bylaws of the Corporation.
Section 3. Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his or her designation and until his or her successor is designated as a member of the Executive Committee and is elected and qualified.
Section 4. Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be made when personally delivered in writing to the member of the Executive Committee at his or her address or by telephone call to such member. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.
Section 5. Quorum. At least half of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof and action by the Executive Committee must be authorized by the affirmative vote of at least half of the members present at a meeting at which a quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee.
Section 7. Vacancies. Any vacancy in the Executive Committee may be filled by action of a majority of the full Board of Directors to fill the vacated officer position.
Section 8. Resignations and Removal. Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the president or secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 9. Procedure. The Executive Committee may fix its own rules or procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting of the Board held next after the proceedings shall have been taken.
ARTICLE V. OFFICERS
Section 1. Classes. The officers of the Corporation shall be a president, a vice president, a treasurer, a secretary, and such other officers as may be provided by the Board of Directors and elected in accordance with the provisions of this Article. The Board of Directors may also create the offices of one or more assistant treasurers and assistant secretaries, all of whom shall be elected by the Board of Directors. Any two or more officers, with the exception of the office of the president and secretary, may be held by the same person.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed from office in the manner hereinafter provided.
The nominating committee as described in these Bylaws, Article III Section 3, shall place in nomination a slate of Officers from the current Directors. Other Directors may stand for election through self-nomination or through nomination by another Director. At the request of any Director, the election of Officers shall be by secret ballot.
Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby.
Section 4. President. The president shall be the chief executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. The president shall perform all duties normally incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Vice President. In the absence of the president or in the event of his or her inability or refusal to act, the vice president shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors.
Section 6. Treasurer. The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws, be responsible for the timely filing of all tax forms and reports required by the federal, Commonwealth and local governments, and, (b) in general, perform all the duties normally incident to the office of treasurer and such other duties as from time to time may be normally assigned by the president or the Board of Directors.
Section 7. Secretary. The secretary shall (a) keep the minutes of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; and (d) in general, perform all duties normally incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.
Section 8. Compensation. By resolution of the Board of Directors, the officers may be paid only their expense, if any, arising out of their service as officers.
ARTICLE VI. COMMITTEES
With the advice and consent of the Board of Directors, the president may create such committees as he or she may deem advisable and shall have the authority to appoint the members of these committees.
ARTICLE VII. CONTRACTS, LOANS, CHECKS AND DEPOSITS.
Section 1. Contracts and Agreements. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or agreement or execute and deliver any instruments in the name or and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Orders, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited 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.
ARTICLE VIII. AGENTS, EMPLOYEES, CONSULTANTS, PROFESSIONAL SERVICES.
Persons or firms may from time to time be engaged or employed to assist the Corporation in carrying out its program and purposes.
ARTICLE IX. FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE X. WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provision of these Bylaws, or under the provisions of the Articles of Incorporation, or under the provisions of the corporation laws of the Commonwealth of Kentucky, waiver thereof in writing, signed by the person, or persons, entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted by the affirmative vote of a majority of the directors of the Corporation then holding office at any annual meeting of the board or at any special meeting called for the purpose of alteration, amendment, repeal or adoption of these Bylaws.
ARTICLE XII. IDEMNIFICATION
Any director or officer or a former director or officer of the Corporation shall be indemnified by the Corporation against expenses actually and reasonably incurred in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a part by reason of being or having been such director or officer, except in relations to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duty to the Corporation and against any other expenses as authorized by resolution of the Board of Directors.
ARTICLE XIII. NAME
The official name of the Corporation, as designated in the Articles of Incorporation, shall be LOUISVILLE FORUM, INC.
ARTICLE IX. CERTIFICATE
It is hereby certified that on this date we are, respectively, the duly elected and qualified president and secretary of Louisville Forum, Inc. and that on the 4th day of September, 2013, the foregoing Amended and Restated Bylaws were adopted by unanimous consent of the Board of Directors.
Stephen J. Haag, Jr. Barbara Albert