BYLAWS OF LOUISVILLE FENCING CENTER, INC
ARTICLE I
Offices
The principal office of the corporation shall be located at 546 South First Street, Louisville, Kentucky 40202. 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
The corporation may have three classes of members: full, associate, or honorary. Only full members may be eligible to vote. A full member must be 18 ears or older and registered with the corporation. An associate member is anyone under 18 years and registered within the corporation. One parent or guardian of an associate member may be designated a full member for the purpose of voting. The majority of the board of directors at a meeting with a quorum may designate a person or persons as honorary members of the corporation. Annual meetings of the members shall be held in September of each year at such time and place as designated by the board of directors in the notice thereof.
ARTICLE III
Directors
(A) General Powers
The business and affairs of the corporation shall be managed by its board of directors
(B) Number, tenure and qualifications
The number of directors shall be seven (7), but may be increased or decreased by amendment of this bylaw. The board of directors shall be elected by the members. Only full members with no outstanding balance as of April 15 of that year shall have the right to vote. The treasurer shall compile the list of authorized voters. Any dispute must be raised in a timely manner with the board of directors. A ballot shall be delivered to each eligible voting member in Ari of each year. Ballots shall be cast during May. The new directors shall take office as of July 1st of the same year. In the 1996 election four directors shall be elected to serve two-year terms and three directors shall be elected for one-year terms. Each election thereafter shall be for one-year terms. Each director must be a member. Each director shall serve as a director until the earlier of (1) the next election by the members and until the successor has been elected and qualified; or (2) is removed by a majority of the members with or without cause.
(C) Vacancies
Should a vacancy occur on the board before completion of a term, such vacancy may be filled by the affirmative vote of a majority of the remaining board of directors, though less than a quorum.
(D) Annual meeting
The annual meeting of the board of directors shall be held without notice other than this bylaw immediately after the annual election. At this meeting the board of directors shall elect offices of the corporation for the upcoming year and may address any other business as may properly come before the board. The board of directors may provide, by resolution, the time and place, either within or without the Commonwealth of Kentucky, for the holding of additional regular meeting without other notice than such resolution.
(E) Special Meetings
Special meetings of the board of directors may be called by or at the request of the president, or by the majority of the directors in office. 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.
(F) Notice
Notice of any special meeting shall be given at least five days prior thereto by written notice delivered personally or mailed to each director at his or her address. If mailed, 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. 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. Any notice required hereunder shall state the time and place of the meeting. Neither the business to be transacted, nor the purpose of, any annual, regular, or special meeting of the board of directors need to be specified in the notice or waiver of notice of such meeting.
(G) 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, 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.
(H) Manner of acting
The act of the majority of the directors present at a meeting which a quorum is present shall be the act of the board of directors.
(I) Compensation
No director shall receive compensation for his or her services as director; however, any expenses incurred by any director by reason of his or her duties or responsibilities as such may be paid by the corporation; provided, that nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
(J) Committees
The board of directors shall have authority to establish such committees as it 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 restrictions set out in the statutes of the Commonwealth of Kentucky.
(K) Informal Action
Any action required or permitted to be taken at a meeting of the board of directors, or any action which may be taken at a meeting of the board of directors or of a committee, may be taken without a meeting if 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 minutes of filled with the corporate records. Such consent shall have the same effect as a unanimous vote.
ARTICLE IV
Directors
(A) Classes
The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers whose duties may be fixed from time to time by the board of directors and who are to be elected in accordance with the provisions of this article.
(B) Election and term of office
Each officer shall be elected from the board of directors. Each officer shall hold office until the 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 in the manner hereinafter provided. After the initial election of officers at the corporation’s organizational meeting, the officers of the corporation shall be elected every year by the board of directors at their annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as shall be convenient. Vacancies may be filled or new offices created an filled at any meeting of the board of directors.
(C) Removal
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. Elect or appointment of an officer or agent shall not of itself create contract rights.
(D) Vacancies
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.
(E) President
The president shall be the chief executive officer of the corporation and shall in general supervise and control all of the day-to-day business and affairs of the corporation. The president shall perform all duties incident to the office of the present and such other duties as may be prescribed by the board of directors from time to time.
(F) Vice president
In 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 of the powers and be subject to all of the restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned by the president or by the board of directors.
(G) Secretary
The secretary shall (1) keep the minutes of the members’ and the board of director’s meetings in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (3) be custodian of the corporate records; and (4) in general, preform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the presented or by the board of directors.
(H) Treasurer
If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the bond of directors shall determine. The treasurer shall (1) 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 int eh name of the corporation in such banks, 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 treasurer and such other duties as from time to time may be assigned by the president or the board of directors.
ARTICLE V
Contracts, Loans, Checks and Deposits
(A) Contracts
The board of directors may 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 confined to specific instances.
(B) 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.
(C) Checks, drafts, orders, etc.
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 and in such manner as shall time to time be determined by resolution of the board of directors.
(D) Deposits
All funs 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.
(E) Gifts
Any director or officer may accept on behalf of the corporation any contribution, gift, bequest for devise for the general purposes of or for any special purpose of the corporation.
(F) Charitable contribution
No officer shall make charitable contributions in the name of, from the funds of, or on behalf of the corporation without prior authorization by the board of directors.
ARTICLE VI
Books and Records
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 addresses of the directors entitled to vote. All books and records of the corporation may be inspected by any director, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE VII
Fiscal Year
The fiscal year of the corporation shall begin on July 1 and end on June 30 of the following year.
ARTICLE VIII
Waiver of notice
Whenever any notice whatever 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, waver 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 IX
Amendment of Bylaws
These bylaws may be amended, altered, changed, added to, or repealed by the affirmative vote of a majority of the board of directors if notice of the proposed amendment, alteration, change, addition or repeal be contained in the notice of the meeting to the board of directors. Notwithstanding the above, the members may amend, alter, change, add to or repeal these bylaws at any time.