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279.070 Bylaws -- Adoption and contents.
(1)
(2)
The incorporators of each corporation organized under this chapter shall adopt
for its management bylaws not inconsistent with the powers granted by this
chapter. The written consent of a majority of the incorporators, evidenced by
their signatures to the bylaws adopted, shall be necessary to the adoption of
bylaws. The bylaws may be amended by a majority vote of the board of
directors.
The bylaws may provide for any or all of the following matters:
(a) The time, place and manner of calling and conducting meetings of the
members.
(b) The number of members constituting a quorum.
(c) The right of members to vote by proxy or by mail, or both, and the
conditions, manner, form and effect of such votes.
(d) The number of directors constituting a quorum.
(e) The qualifications, compensation, powers, duties and term of office of
directors and officers, the time of their election and the manner of giving
notice thereof.
(f) An executive committee and the allotment to that committee of any or all
of the functions and powers of the board of directors, subject to the
general direction and control of the board.
(g) The amount of entrance, organization and membership fees, if any, the
manner of collecting them and the purposes for which they may be used.
(h) The qualifications of members of the corporation and the conditions
precedent to membership; the time and manner of permitting members to
withdraw; the manner of assignment or transfer of the interest of a
member; the conditions upon which and the time when membership of
any member shall cease; the suspension of the rights of a member when
he ceases to be eligible to membership in the corporation; the manner
and effect of the expulsion of a member; the manner of determining the
value of a member's interest and provision for its purchase by the
corporation upon the death or withdrawal of a member or upon his
expulsion or forfeiture of membership or, at the option of the corporation,
the purchase of the member's interest at a price fixed by appraisal by the
board. The bylaws may provide that in case of the forced withdrawal or
expulsion of a member the board shall equitably appraise his property
interest in the corporation and shall at its option fix the amount thereof in
money or other property, which shall be paid to him within one (1) year
after his expulsion or withdrawal.
(i) Penalties for violation of the bylaws.
(j) Any other matter relating to the operation or management of the
corporation and not inconsistent with law or with the articles of
incorporation.
Effective:October 1, 1942
History: Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from
Ky. Stat. sec. 883j-11.
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