ARTICLES OF INCORPORATION

That we, the undersigned, have this day voluntarily associate ourselves together for the purpose of forming a non-profit corporation under the laws of the State of Kentucky, and to that end do hereby adopt Articles of Incorporation as follows:

 

Article I:  The name of this corporation shall be the Trimble County Historical Society, Inc. and its duration shall be perpetual.

Article II:  Its principal place of business shall be Bedford, Kentucky.  The name of the process agent is Irene P. Long, whose address is in Bedford Kentucky.

Article III:  Its object shall be to collect and perpetuate facts of historic interest relative to Trimble County, to awaken an interest in the study of the history of this county and of the entire State.  To collect and preserve relics and documents of interest pertaining to Trimble County.

Article IV:  The Board of Directors shall consist of seven (7) active members of the Society.  The incorporators whose names are subscribed hereunto shall elect from their number five (5) directors who shall hold their office during the time of active membership in the Society, and two (2) directors who shall hold their office until the third Thursday in October 1978, or until their successors are elected and qualified.  At the said time the successors in office of the said two (2) directors shall be elected by the members of this Society as then constituted for such time and manner as may be provided by the by-laws of the Society.  Any vacancy that shall occur in the said Board of Directors by death or resignation shall be filled by the remaining directors for such time as the Director who has vacated the office would have held, unless the Society shall by a by-law adopted t a regular meeting thereof by a three-fourths (3/4) vote of all the active members thereof provide a different way of filling vacancies.                                                                                                                                                                        
Article V:  The membership of the Society shall consist of such persons interested in its objectives as shall be provided by the by-laws adopted by the majority of the incorporation, whose names are subscribed to; and by these by-laws may be amended by the active members of the Society following the meeting at which amendment is proposed and filed in writing.  There shall be several classes of membership as specified in the by-laws.

Article VI:  The corporation shall not have nor issue shares of stock and it shall pay no dividends of pecuniary profits whatsoever to its organizers or members, although, it may confer benefits upon members in conformity with its purposes and the law.

Article VII:  The Society shall have the power to acquire real estate and other property, to sue and be sued in its corporate name, to have a seal, and to do any and all things authorized by corporations organized under the Statutes of Kentucky of similar nature.

 

Article VIII:  Any property may be acquired by the Society by donation or purchase shall be managed by its Board of Directors, but no indebtedness shall be incurred by the action(s) of the said Board without the approval of the two-thirds (2/3) vote of all the active members of the Society at a regular meeting thereof.

 

Article IX:  The number of directors constituting the initial Board of Directors is five (5).  The names and addresses of persons who are to service as initial Directors are:

 

Clara Scott

Bedford, Kentucky

 

C.A. Hollowell

Milton, Kentucky

 

John B. Young

Milton, Kentucky

 

James W. McMahan

Milton, Kentucky

 

Lola Stark

Bedford, Kentucky

 

A change in the number of Directors may be made by amendment to the by-laws of the Corporation.

 

Article X:  The private property of the incorporators and of the members of the Society shall not be subject to the payment of the corporate debts of the Society.

 

Article XI:  The Board of Directors may adopt such rules and by-laws for the management of the business affairs of said Society as they may seem best for the accomplishment of its purposes which are not inconsistent with these Articles of Incorporation or with by-laws of the said Society in existence at such time.  By-laws can be amended only at a regular meeting after amendment proposing any change or repeal of any section has been submitted in writing to a meeting of the Society.

Article XII:  The Corporation shall not engage in any activities prohibited by the terms of KRS 273.400.