Incorporated under the laws of Kentucky.

Adopted June 5, 2001​

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ARTICLE I

Name

 

The name of the Corporation is the Danville-Boyle County Challenge Foundation, Inc.

 

ARTICLE II

Purpose

 

The purposes for which Danville-Boyle County Challenge Foundation, Inc., to be formed are:

 

• The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(C)(3) of the Internal Revenue Code, as amended (or corresponding provisions of any subsequent federal tax laws).  The Corporation shall receive contributions and fees, and it shall distribute its funds for charitable and educational purposes, as herein set forth.​                                                                          

• No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay a reasonable salary to its administrators and fees for carrying out the purposes of the Corporation.

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• No portion of the net earnings of Danville-Boyle County Challenge Foundation, Inc., shall be distributable to its members, directors or officers and no substantial part of the activities of Danville-Boyle County Challenge Foundation, Inc., shall compromise the conducting of propaganda or otherwise attempting to influence legislation.  Danville-Boyle County Challenge Foundation, Inc., shall not participate in nor intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.  Further, Danville-Boyle County Challenge Foundation, Inc., shall not conduct, promote or participate in any activities not specifically authorized for a Corporation exempt from federal income tax in accordance with Section 501(C)(3) of the Internal Revenue Code, or any amendments thereto.

 

ARTICLE III

Member

 

The sole member of the Corporation shall be the Danville-Boyle County Chamber of Commerce (the “Member”).

 

ARTICLE IV

Board of Directors

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• Directors

 

The affairs of the Corporation shall be managed by a Board of Directors, each of whom shall be at least 18 years of age.

 

• Number

 

The number of Directors shall be not less than 3 (three) nor more than 15 (fifteen) as determined from time to time by the Member, of whom not less than a majority shall be individuals who are representatives of the “business” sector, when elected, or at anytime prior thereto, shall be or were members Board of Directors of the Member, and shall include the Vice Chairman of the Board of the Member, and the remainder shall be such other individuals as the Member shall determine.  Each of the directors shall have a term of 2 years, provided, however, the terms shall be staggered so that in each year approximately ½ of the Trustees shall be elected except that, of the first Board of Directors elected after the adoption of this bylaw, ½ shall have a term of 1 year, and ½ shall have a term of 2 years.

    

A Director (other than the Vice Chairman of the Board of the Member who shall be a Director ex officio) can be elected to no more than three consecutive terms, totaling six years; provided, however, that an individual who is elected an officer of the Corporation may continue as a Director for such additional period of time after three consecutive terms during which the individual is an officer.  A Director whose terms exceed the foregoing restriction can be re-elected to the Board after a one-year absence.

 

One or more of the Directors may be removed with or without cause by the Member.

 

• Meetings

 

The Board shall endeavor to meet a minimum of two times each year.  Special meetings of the Board may be called at any time by the Chairman of the Board or by the written request of any three Directors.

 

• Nominations

 

In August of each year, the Chairman of the Board shall appoint a Nominating Committee consisting of three or more Directors.  The Nominating Committee shall recommend individuals to fill vacancies, which occur on the Board at the end of the Directors terms or any other time a vacancy occurs.  The Nominating Committee shall submit recommendations to the board at the November meeting.  Upon approval of the Board, the recommendations shall be submitted to the Member at least 30 days prior to the Annual Meeting of the Corporation (the “Annual Meeting”) for approval by the Member at the Annual Meeting.  At the Annual Meeting, additional nominations may be made.  The Nominating Committee may submit recommendations to the board at other times of the year with respect to vacancies arising in the board or with respect to additional Directors.  Upon approval of the Board, the recommendations shall be submitted to the Member for approval by the Member.

 

• Elections

 

Elections to the Board will occur at the Annual Meeting.  New Directors will begin terms of office immediately upon election.  The Member shall have the power to fill any vacancies on the Board at anytime during this year.

 

    Directors will assume active, supporting roles for all of the Corporation’s activities, including

Fundraising membership on working committees, public relations and networking for the Corporation and attendance at Board meetings.  A minimum attendance requirement of one meeting each year is expected of all Directors.  Failure to meet this minimum requirement may result in removal of a Director.

 

The Board will remain acquainted with all program activities through reports given by the Executive Director at each meeting and reports given by Directors involved with individual projects or programs.

 

• Quorum

 

A minimum of one-third of the entire Board (rounded to the next higher whole number) shall constitute a quorum of the Board for the transaction of business. The act of the majority of the Directors at a meeting at which a quorum is present shall be the act of the Board.

 

• Compensation

 

Directors shall not receive any fee, salary or remuneration of any kind for their services as Directors or Board Officers.

 

ARTICLE V

Officers and Committees

 

The Officers of the Corporation shall consist of a Chairman of the Board, a Treasurer, a Secretary and an Executive Director and such other Officers as the Board may from time to time determine, provided, however, the Vice Chairman of the Board of the Member shall be the Chairman of the Board of the Corporation.  Officers may be elected by the Board at its December meeting and shall assume office in January or may be elected at such other time to assume office at such other times as determined from time to time by the Board.  Terms of office for Officers of the Corporation shall be two year’s duration, provided, however, that the Executive Director may serve a longer term.  The Member, or the Board by resolution adopted by a majority of the entire Board, may remove any Officers, with or without cause.  An Officer can be elected to three consecutive terms of office, totaling six years.

 

The Board, by resolution approved by a majority of the entire Board, may appoint from among the Directors one or more committees, (other than the Nominating Committee provided for in Article IV, Paragraph 4) of one or more individuals who are not Directors, provided each committee shall have at least one Director member and, that any act of any committee that includes members who are not Directors shall be advisory, shall not bind the Board or Corporation and the actions of which shall be subject to Board approval) each of which, to the extent provided in the resolution, shall have and may exercise the authority of the Board, except that no committee shall:

 

1. elect or appoint any Officer or Director, or remove any Officer or Director

2. submit to the Member any action that requires the Member’s approval; or

3. amend or repeal any resolution previously adopted by the Board or the Member.

 

The Officers of the Corporation, excluding the Executive Director, together with such Directors selected by the Board, shall constitute an Executive Committee.  The Board, by resolution adopted by a majority of the entire Board, shall approve the Executive Committee.

 

The Board, by resolution adopted by a majority of the entire Board, may:

 

1. fill any vacancy in such committee;

2. appoint one or more persons to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members of a committee;

3. abolish any such committee at its pleasure; or

4. remove any members of such committee at any time, with or without cause.

 

The Officers of the Corporation shall have the following duties and authority:

 

• The Chairman of the Board, shall be chief executive officer and shall preside at all meetings of the Board. The Chairman of the Board shall appoint all standing and other committees with the advice of the Board unless otherwise provided in these bylaws.  The Chairman of the Board shall perform all duties incidental to the office and advise such action as may be deemed likely to increase the usefulness of the Corporation, provided that in the event a Chair is elected, the duties of the Chair shall be solely to preside at all meetings of the Board.

 

• The Vice Chair, in the absence of the Chair, shall preside at meetings of the Board.

 

• The Treasurer shall be responsible for supervising the retention of all receipts and disbursements of the funds of the Corporation and shall cause to be kept regular books of accounts for the Corporation.  The Treasurer shall make reports of the financial condition of the Corporation monthly to the Board and to the Member and shall arrange for an annual audit of the books of the Corporation as deemed necessary.  The Treasurer shall perform such other duties and possess such other authority as are incident to the office as may be assigned by the Chairman of the Board.  The Executive Director may, when authorized by the Board, obtain the professional assistance of an accountant or other appropriate accounting services in order to perform or assist in the performance of the Treasurer’s duties, and the Corporation shall pay the reasonable expenses for such assistance.

 

• It shall be the duty of the Assistant Treasurer to act as the Treasurer in the absence of the Treasurer.

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• The Secretary shall cause notices of all meetings to be served as prescribed in these bylaws and shall keep or cause to be kept the minutes of all meetings of the Board.  The Secretary shall perform such duties and possess such powers as are incident to the office or as shall be assigned by the Chair or the Board.

 

• The Executive Director shall have charge of the general management of the Corporation of its office and affairs.  The Executive Director shall perform such other duties and possess such other authority as are incident to the office or as may be assigned by the Chairman or the Board

 

ARTICLE VI

Amendments

 

The power to make, alter and repeal bylaws is reserved to the Member.

 

ARTICLE VII

Fiscal Year

 

The fiscal year of the Foundation shall begin on July 1 and end on June 30.

 

ARTICLE VIII

Dissolution

 

The Corporation shall use its funds only to accomplish the objectives and activities in accordance with the bylaws.  Upon dissolution after payment of all debts, remaining assets shall be distributed to another organization exempt under the provisions of Section 501(C)(3) of the Internal Revenue Code of 1986 or any successor statute.

 

ARTICLE IX

Other Activities

 

The Corporation shall not participate with others in any corporate entity, partnership, limited partnership, joint venture, program, project or other association of any kind, or in any transaction, undertaking or arrangement with the Corporation would have power to conduct by itself, whether or not that participation involves sharing or delegation of control to others, without the prior consent of the Member.

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