Corporate Bylaws - Kentucky

BYLAWS OF [____________________], a Kentucky corporation

A for-profit corporation organized under the Kentucky Business Corporation Act, KRS ch. 271B (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the Commonwealth of Kentucky, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered office and registered agent in Kentucky as required by KRS 271B.5-010. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Kentucky Secretary of State under KRS 271B.5-020.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to KRS 271B.7-010, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to KRS 271B.7-020, special meetings of shareholders shall be held on call of the Board or the person(s) authorized by the Articles or these Bylaws, or upon the signed, dated, written demand (describing the purpose(s)) of the holders of at least thirty-three and one-third percent (33 1/3%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such higher or lower percentage as is contained in the Articles), delivered to the corporation's secretary. Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings. Annual and special meetings of shareholders may be held in or out of the Commonwealth of Kentucky at the place stated in or fixed in accordance with these Bylaws. If no place is stated or fixed in accordance with these Bylaws, meetings shall be held at the corporation's principal office (KRS 271B.7-010(3); 271B.7-020(3)).

Section 2.4 Notice of Meetings. Pursuant to KRS 271B.7-050, the corporation shall notify shareholders of the date, time, and place of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. Unless the Act or the Articles require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws, before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation for inclusion in the minutes or filing with the corporate records, in accordance with KRS 271B.7-060. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice of the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business, and waives objection to consideration of a particular matter not within the purpose stated in the notice unless the shareholder objects when the matter is presented.

Section 2.6 Record Date. The Board may fix a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with KRS 271B.7-070. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of shareholders entitled to notice of the meeting, available for inspection as provided in KRS 271B.7-200.

Section 2.8 Quorum. Pursuant to KRS 271B.7-250, shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Articles or the Act provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (KRS 271B.7-210). If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number of affirmative votes (KRS 271B.7-250(3)). The election of directors is governed by KRS 271B.7-280.

Section 2.10 Proxies. A shareholder may vote the shareholder's shares in person or by proxy. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy by signing an appointment form, either personally or by electronic transmission, in accordance with KRS 271B.7-220. An appointment is effective when received by the secretary or other officer or agent authorized to tabulate votes, and is valid for eleven (11) months unless a longer period is expressly provided. An appointment is revocable unless it conspicuously states that it is irrevocable and is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may provide for a quorum or voting requirement for shareholders that is greater than that provided by the Act, subject to KRS 271B.7-270.

Section 2.12 Action by Written Consent. Pursuant to KRS 271B.7-040, and except as provided in the Articles, any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting and without prior notice if the action is taken by all the shareholders entitled to vote on the action. If the Articles so provide, any such action (except the election of directors by cumulative voting under KRS 271B.7-280) may instead be taken by shareholders representing not less than eighty percent (80%) — or such higher percentage required by the Act or the Articles — of the votes entitled to be cast. The action must be evidenced by one or more written consents describing the action taken, signed by the shareholders taking the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action is effective when consents representing the votes necessary to take the action are delivered to the corporation, unless the consents specify a different effective date. A shareholder may revoke a consent by a writing received by the corporation before consents representing the votes required to take the action have been delivered. Prompt notice of action taken by less than unanimous written consent shall be given to shareholders entitled to vote who did not consent in writing, and any notice required to nonvoting shareholders shall be given as required by KRS 271B.7-040(7) and (8).

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless these Bylaws require otherwise, no new notice of the adjourned meeting need be given if the new date, time, and place are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given to persons who are shareholders as of a new record date if a new record date is or must be fixed under KRS 271B.7-070.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to KRS 271B.8-010, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Articles or in an agreement authorized under KRS 271B.7-320.

Section 3.2 Number and Qualifications. Pursuant to KRS 271B.8-030, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of Kentucky or shareholders of the corporation unless the Articles or these Bylaws so require (KRS 271B.8-020).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under KRS 271B.8-060. Each director holds office until the next annual meeting and until the director's successor is elected, subject to earlier resignation, removal, or death (KRS 271B.8-050).

Section 3.4 Resignation. A director may resign at any time by delivering written notice to the Board, its chairperson, or the corporation, in accordance with KRS 271B.8-070. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Section 3.5 Removal. The shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause, in accordance with KRS 271B.8-080. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to KRS 271B.8-100, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the Commonwealth of Kentucky, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide (KRS 271B.8-200).

Section 3.8 Special Meetings. Pursuant to KRS 271B.8-200, special meetings of the Board may be called by [the Chairperson of the Board / the President / any two (2) directors]. Special meetings may be held within or without the Commonwealth of Kentucky.

Section 3.9 Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose of the special meeting, in accordance with KRS 271B.8-220. Notice may be waived as provided in KRS 271B.8-230; a director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken at the meeting.

Section 3.10 Quorum and Voting. Pursuant to KRS 271B.8-240, unless a greater number is required by the Articles or these Bylaws, a quorum of the Board consists of a majority of the number of directors fixed (or, for a variable-range board, in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of that number. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to KRS 271B.8-200(2), unless the Articles or these Bylaws provide otherwise, the Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to KRS 271B.8-210, unless the Articles or these Bylaws provide otherwise, any action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records. Action taken under this Section is effective when the last director signs the consent, unless the consent specifies a different effective date, and has the same effect as action taken at a meeting.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, in accordance with KRS 271B.8-110.

Section 3.14 Standards of Conduct. A director shall discharge the director's duties as a director, including duties as a member of a committee, in good faith, on a basis the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, in accordance with KRS 271B.8-300.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to KRS 271B.8-250, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees, each consisting of two (2) or more directors, and appoint members of the Board to serve on them. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under KRS 271B.8-240.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise the authority of the Board. A committee may not, however: (a) authorize distributions; (b) approve or propose to shareholders action required by the Act to be approved by shareholders; (c) fill vacancies on the Board or any committee; (d) amend the Articles; (e) adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve a reacquisition of shares (except according to a formula or method prescribed by the Board); or (h) authorize or approve the issuance or sale of, or a contract for sale of, shares, or determine the designation and relative rights of a class or series of shares (except within limits prescribed by the Board), all as provided in KRS 271B.8-250.

Section 4.3 Committee Procedures. The provisions of the Act governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to KRS 271B.8-400, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chairperson of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The Board shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board, or by a duly appointed officer to the extent authorized by the Board or these Bylaws. Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to KRS 271B.8-430, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chairperson of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the shareholders' list; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Standards of Conduct. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with KRS 271B.8-410. An officer with discretionary authority shall discharge the officer's duties under that authority in good faith, on a basis the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, in accordance with KRS 271B.8-420.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by KRS 271B.6-210. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Kentucky, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with KRS 271B.6-250. Each certificate shall be signed (either manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all classes or series of shares without certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required to appear on a certificate, in accordance with KRS 271B.6-260.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by KRS 271B.6-270. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation against any claim that may be made on account of the alleged loss, destruction, or wrongful taking.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Authority to Indemnify Directors. Except as provided in Section 7.2 and KRS 271B.8-510(4), the corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the director conducted himself or herself in good faith; (b) the director honestly believed (i) in the case of conduct in an official capacity with the corporation, that the conduct was in its best interests, and (ii) in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the director had no reasonable cause to believe the conduct was unlawful. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan satisfies the standard in clause (b)(ii). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere is not, of itself, determinative that the director did not meet the standard of conduct.

Section 7.2 Limitations on Indemnification. As required by KRS 271B.8-510(4) and (5), the corporation may not indemnify a director under Section 7.1: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 7.3 Mandatory Indemnification. Unless limited by the Articles, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation, against reasonable expenses incurred by the director in connection with the proceeding, in accordance with KRS 271B.8-520.

Section 7.4 Advance of Expenses to Directors. Pursuant to KRS 271B.8-530, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (a) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the relevant standard of conduct; and (b) a determination is made that the facts then known to those making the determination would not preclude indemnification under KRS 271B.8-500 to 271B.8-580. The undertaking is an unlimited general obligation of the director, need not be secured, and may be accepted without reference to the director's financial ability to make repayment. Determinations and authorizations under this Section shall be made in the manner specified in KRS 271B.8-550.

Section 7.5 Determination and Authorization. A determination whether indemnification of a director is permissible under KRS 271B.8-510, and any authorization of indemnification or advance of expenses, shall be made in the manner specified in KRS 271B.8-550, including by the disinterested directors, by a committee of disinterested directors, by special legal counsel, or by the shareholders (with shares owned by or voted under the control of a director who is at the time a party to the proceeding not entitled to vote).

Section 7.6 Indemnification of Officers, Employees, and Agents. Pursuant to KRS 271B.8-560, unless the Articles provide otherwise: (a) an officer of the corporation who is not a director is entitled to mandatory indemnification under KRS 271B.8-520, and is entitled to apply for court-ordered indemnification under KRS 271B.8-540, in each case to the same extent as a director; (b) the corporation may indemnify and advance expenses under KRS 271B.8-500 to 271B.8-580 to an officer, employee, or agent who is not a director to the same extent as to a director; and (c) the corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to a greater extent, if not inconsistent with public policy and if provided for by the Articles, these Bylaws, general or specific action of the Board, or contract.

Section 7.7 Insurance. Pursuant to KRS 271B.8-570, the corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as such, whether or not the corporation would have power to indemnify the individual against the same liability under the Act.

Section 7.8 Non-Exclusivity; Continuation. The indemnification and advancement of expenses provided by this Article are in addition to and not exclusive of any other rights consistent with the Act. Such rights continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of KRS 271B.6-400.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in KRS 271B.6-400.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with KRS 271B.7-070. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to KRS 271B.16-010, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares, showing the number and class of shares held by each.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records described in KRS 271B.16-010(5) (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings for the past three years, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, KRS 271B.16-020 and 271B.16-030, including the requirement of a written demand made in good faith and for a proper purpose that describes with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon written request, the corporation shall furnish a requesting shareholder its most recent annual financial statements as required by KRS 271B.16-200.

Section 9.5 Annual Report. The corporation shall deliver to the Kentucky Secretary of State the annual report required by KRS 271B.16-220, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine, as authorized by KRS 271B.3-020. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with KRS 271B.16-010.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to KRS 271B.10-200, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or reinstate that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to KRS 271B.10-200, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement. A bylaw that increases a quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in KRS 271B.10-210 (shareholder quorum/voting bylaws) and KRS 271B.10-220 (director quorum/voting bylaws), as applicable.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Powers and Bylaws. Pursuant to KRS 271B.2-070 (emergency bylaws) and KRS 271B.3-030 (emergency powers), and unless the Articles provide otherwise, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency in the conduct of the corporation's business as a result of a catastrophic event.

Section 12.2 Notice and Quorum During Emergency. The emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including provisions that (a) notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means; and (b) one or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in such order of rank and seniority as the emergency bylaws provide, in order to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors, and may provide for the relocation of the principal office or the designation of alternative offices or alternative directors, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be used to impose liability on a director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency; upon termination of the emergency, the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Kentucky corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to KRS 271B.2-050 and 271B.2-060 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Kentucky Business Corporation Act, KRS ch. 271B
• KRS 271B.2-050 to 271B.2-070 (organization of corporation; bylaws; emergency bylaws)
• KRS 271B.3-020 (general powers; corporate seal); KRS 271B.3-030 (emergency powers)
• KRS 271B.5-010 to 271B.5-020 (registered office and agent; change)
• KRS 271B.6-210 to 271B.6-270 (issuance of shares; certificates; uncertificated shares; transfer restrictions); KRS 271B.6-400 (distributions to shareholders)
• KRS 271B.7-010 to 271B.7-070 (annual meeting; special meeting; court-ordered meeting; action without meeting; notice; waiver; record date)
• KRS 271B.7-200 to 271B.7-280 (shareholders' list; voting entitlement; proxies; acceptance of votes; quorum and voting requirements; greater requirements; voting for directors)
• KRS 271B.8-010 to 271B.8-110 (board: requirement and functions; qualifications; number and election; terms; staggered terms; resignation; removal; vacancy; compensation); KRS 271B.8-300 (general standards of conduct for directors)
• KRS 271B.8-200 to 271B.8-250 (board meetings; action without meeting; notice; waiver; quorum and voting; committees)
• KRS 271B.8-400 to 271B.8-430 (officers; functions; standards of conduct for officers; resignation and removal)
• KRS 271B.8-500 to 271B.8-580 (indemnification): KRS 271B.8-500 (definitions); 271B.8-510 (authority to indemnify; standard of conduct); 271B.8-520 (mandatory indemnification); 271B.8-530 (advance for expenses; written undertaking); 271B.8-540 (court-ordered indemnification); 271B.8-550 (determination and authorization); 271B.8-560 (indemnification of officers, employees, and agents); 271B.8-570 (insurance)
• KRS 271B.10-200 to 271B.10-220 (amendment of bylaws by board and shareholders; bylaws increasing quorum/voting requirements)
• KRS 271B.16-010 to 271B.16-030, 271B.16-200, 271B.16-220 (corporate records; inspection; financial statements; annual report)