BYLAWS

OF

ASHLAND RETIREES CLUB OF LEXINGTON, KY, INC.

 

Original: July 5, 1994

Revised: July 23, 2007

 

Article I

Name, Seal and Offices

 

            1. Name.          The name of this Corporation is Ashland Retirees Club of Lexington, KY, Inc.

 

            2. Seal.            The Board of Directors may by resolution provide for a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary.

 

            3.Offices.        The principal office of the Corporation shall be in the County of Fayette, City of Lexington, Commonwealth of Kentucky. The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the Corporation may require.

 

Article II

Purpose and Operation

 

            1. Purpose.      The sole purpose of the Corporation shall be to promote, foster and preserve communications and fellowship among Ashland retirees and their spouses.

 

            2. Operation. The Corporation shall operate as a "social club" as that term is defined in Section 501(c)(7) of the Internal Revenue Code of 1986, as amended.

 

Article Ill

Members and Meetings of Members

 

            1. Membership. There are two types of Membership: Members and Associate Members.    

 

                        1.1 Members.  All retirees of Ashland Oil, Inc., its successors, its subsidiaries and divisions, and spouses of retirees, residing in the vicinity of Lexington, KY, shall be eligible for membership as Members.

 

                        1.2 Associate Members. Those persons, who have at some time been employed by Ashland Oil, Inc., its successors, its subsidiaries and divisions, and/or the spouses of such persons, may become Associate Members by invitation of the Board of Directors.

 

            2. Dues and Family Units. To be in good standing, Members and Associate Members shall pay dues as Family Units. The Family Unit may be an individual or an individual and spouse. The Board of Directors shall establish dues for Member Family Units and Associate Member Family Units from time to time.

 

            3. Rights of Members.                        The right of a Member or Associate Member to vote shall cease on the termination of his/her membership. No Member or Associate Member shall be entitled to share in the distribution of the corporate assets upon dissolution of the Corporation.

 

            4. Meetings.    Regular meetings of the membership shall be held quarterly on dates established by the Board of Directors at such place and at such time as is set forth in the meeting notice. The fourth quarter meeting shall be the Annual Meeting of the Corporation, unless otherwise duly announced by the Board of Directors. 

 

Article IV

Directors and Officers

 

            1. General Powers.      The business and property of the Corporation shall be managed and controlled by a Board of Directors who shall be elected annually, as hereinafter provided, by a majority of the votes of the members to hold office for a term of one year or until the election and qualification of their respective successors.

 

            2. Number, Term and Qualification.   The number of Directors of the Corporation shall be nine (9) but such number may be increased or decreased by amendment to the Bylaws, in the manner set forth in Article XII. Four (4) of the Directors shall be elected Officers: President, Vice President, Secretary and Treasurer. A Director shall serve for the term of office, unless preceded by death, resignation, removal or until a successor is elected and qualified. Directors must, at all times, be voting members of the Club, in good standing.

 

            3. Nominating Committee and Election.        Not less than sixty (60) days prior to the Annual Meeting of the Corporation the President shall appoint a Nominating Committee which shall include a Chairman named by the President and four (4) additional members.  It shall be the responsibility of the Nominating Committee to present in its report to the membership at the Annual Meeting of the Corporation a slate of Directors, including, by title, those who will serve as Officers. The immediately preceding President shall be automatically nominated as Director, should he/she agree to serve. The Directors, including, by title, those who will serve as Officers, shall be elected by majority vote of the membership at the Annual Meeting upon receiving the Nominating Committee’s report. Other nominations from the floor will be accepted, provided the member nominated has agreed to serve if elected.  Directors elected at the Annual Meeting shall be installed at the Annual Meeting and commence their service immediately.  Any Director may serve as many consecutive terms as deemed advisable by the Board of Directors, and duly voted on by the membership of the Club.

 

            4. Removal of Directors.         Any Director may be removed from office with just cause by an affirmative vote of two-thirds of the members present at a regular meeting of the membership.  Any such Director proposed to be removed shall be entitled to at least five (5) days written notice by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

 

5.  Resignation.           Any director may resign at any time by giving written notice of such resignation to the Board of Directors.

 

            6. Vacancies.   Any vacancy in the Board of Directors occurring during the year, including a vacancy created by an increase in the number of directors made by the Board of Directors, may be filled for the unexpired portion of the term by the directors then serving by affirmative vote of the majority. Any director so elected by the Board of Directors shall hold office until the next election of directors or until the election or appointment of his/her successor.

 

            7. Special Meetings.    Special meetings of the Board of Directors may be called by the President or Vice President and must be called by either of them on the written request of one-third of the directors.

 

            8. Notice of Meetings.            Notice of all directors' meetings, except as otherwise provided, shall be given by mail, or email, at least three days before the meeting to the usual business or residence address of the directors, but such notice may be waived by any director. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined in advance by the Board of Directors. Any business may be transacted at any directors' meeting. At any meeting at which every director shall be present, even though without notice or waiver, any business may be transacted.

 

            9. Chairman.    At all meetings of the Board of Directors, the President or Vice President, or in their absence a chairman chosen by the directors present, shall preside.

 

            10. Quorum.    At all meetings of the Board of Directors, a majority of the directors shall be sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws

 

            11. Compensation.      Directors shall not receive any salary or other remuneration for their services. The Board of Directors shall have power in its discretion to contract for and to pay to directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services.

 

            12. Powers.     All the corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the Commonwealth of Kentucky, shall be vested in the Board of Directors.

 

Article V

Officers' Responsibilities

 

            1. President.    The President shall be the chief administrative officer of the Club, serve as Chairman of the Board of Directors, preside at all regular meetings of both the Club and the Board of Directors, be an ex-officio member of all committees, and appoint each committee chairman.

           

2. Vice President.        The Vice-President shall serve as the club’s primary overseer of special event’s chairpersons and member activities with assistance from the president, perform duties assigned by the President, have the responsibility of chairing special committees (i.e. Bylaws Revision) and in the absence of the President, perform the duties of the President.

 

3. Secretary.    The Secretary shall keep a roll of the membership, conduct all correspondence of the Club, keep a record of attendance of members, compile and have a roster of attendance of members, compile and have a roster printed each year, take the minutes of each meeting of the membership and of the Board and make a report for the record, have custody of any physical equipment and other property of the Club, maintain and provide a copy of the Bylaws and membership roster to all members who request it, and carryout other duties as determined by the President and the Board of Directors.

           

4. Treasurer.    The Treasurer shall receive and serve as custodian for all monies collected for dues, pay all bills and other disbursements authorized by the President, keep complete and accurate records of receipt and disbursements including bank accounts, prepare a financial statement upon request of the President, or Board of Directors, list all bills paid and to whom, as well as receipts and from what source, keep a roll of the membership and a record of dues paid by members, and at the end of the fiscal year, prepare a financial statement to be reviewed by the President and the Board of Directors for approval and presentation to the Club.

           

5. Vacancies.   In case any office of the Corporation becomes vacant by death, resignation, disqualification, or any other cause, the majority of the Directors then in office, may elect from the Directors an Officer to fill such vacancy, and the Officer so elected shall hold and serve until election and qualification of his/her successor.

 

Article VI

Agents and Representatives

 

            The Board of Directors may appoint agents and representatives of the Corporation with powers and to perform acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized by law.

 

Article VII

Contracts

 

            The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or agent 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 a specific instance; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.

 

Article VIII

Fiscal Year

 

            The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.

 

Article IX

Prohibition Against Sharing in Corporate Earnings

 

            No member, director, officer, or member of a committee of, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment of any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation whether voluntary or involuntary, the assets of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c) of the Internal Revenue Code of 1986, as amended, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by that county court in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

 

 

Article X

Indemnification

 

            Each person who is an officer or director shall have the right to be indemnified by the Corporation against any and all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which he or she may be involved as a party or otherwise, by reason of his or her being or having been an officer or director of the Corporation or by reason of any action taken by such officer or director provided such person acted in good faith, in what he or she reasonably believed to be in the best interests of the Corporation.

 

            As used in this Article, the terms “liability” and “expense” shall include, but shall not be limited to, attorneys fees and disbursements, judgments or penalties against, and amounts paid in settlement by, such person.

 

Article XI

Action Without a Meeting

 

            Any action required or permitted to be taken at any meeting of the members or Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the members or all the directors, as the case may be, and such writing is filed with the minutes of the proceedings of the members or Board, as the case may be.

 

Article XII

Amendments

             

            The Board of Directors shall have the power to make, alter, amend, and repeal the Bylaws of the Corporation by affirmative vote of a majority of the Board, provided, however, that the action is 'proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by law.

 

Article XIII

Exempt Activities

 

1. Tax Exempt Status.             The Board of Directors shall take such steps as may be necessary to secure a determination from the Internal Revenue Service that the Corporation is exempt from tax under Section 501(c)(7) of the Internal Revenue Code of 1986, as amended from time to time.

 

2. Maintenance of Tax Exemption.     Notwithstanding any other provision of these Bylaws, no member, director, officer, employee, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt from tax under Section 501(c)(7) of the Internal Revenue Code of 1986, as amended from time to time.

 

3. Disqualified Persons.          No member or director may be a disqualified person as the term is used in Section 4946 of the Internal Revenue Code of 1986, as amended from time to time.