Highlands-Douglass Neighborhood Association

HDNA BY-LAWS

BY-LAWS OF HIGHLANDS DOUGLASS NEIGHBORHOOD ASS'N

BYLAWS OF
HIGHLANDS-DOUGLASS NEIGHBORHOOD ASSOCIATION, INC.
ARTICLE I PURPOSE
The purpose of the Highlands-Douglass Neighborhood Association, Inc. (the "corporation") shall be (1) to unite residents and property owners in the Highlands-Douglass community (the "Community"), (2) to promote neighborhood harmony in the community, (3) to promote beautification of the community, and (4) to promote community activities of a civic, educational, or artistic nature, including an annual Jazz Concert, in or relating to the community, all subject to the discretion and approval of the Board of Directors.
ARTICLE II MEMBERSHIP
1. Members. Membership in the Corporation shall consist of those persons who reside or own real property within the boundaries set forth in the map attached hereto as Exhibit A, who have applied for or indicated a desire to be members, and who otherwise are in compliance with any membership requirements, including dues or assessment requirements, imposed by the Board of Directors. Former residents of the Highlands-Douglass neighborhood, who remain active in the Association, can be voted members emeritus by the Board of Directors. Members shall be entitled to elect the Board of Directors.
2. ANNUAL MEETING. An annual meeting of the membership of the corporation shall be held on the first Sunday of November of each year at a tune and place within Louisville, Kentucky as designated by the President At the annual meeting of members, the Membership shall elect Directors as provided herein and address any other business as may properly come before the Membership.
3. SPECIAL MEETINGS. Special meetings of the membership may be called by either (a) the President, (b) a majority of the Board of Directors, or (c) upon written request of fifteen (15) or more of the members, and shall be held at a time and place within Louisville, Kentucky as designated by the President.
4. MEETING NOTICES- Notice of the annual or any special meeting of the membership shall be given at least ten (10) days prior thereto. Such notices shall be delivered personally or mailed by or under the supervision of the Secretary to the member's address as indicated on the Corporation's Membership roll. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a properly addressed, postage prepaid envelope. Any member may waive notice of any meeting. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where the member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at a special meeting shall be specified in the notice of any such meeting, but need not be specified in the notice of any annual meeting of the membership.
5. QUORUM. The presence of ten percent (10%) or more of the members of the corporation shall constitute a quorum for the transaction of business at any meeting of the Membership.
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6. VOTING. Voting by proxy shall not be permitted.
7. MANNER QF ACTING. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Membership; provided that if there are more than two (2) candidates for a Director position, such Director may be elected by a plurality.
ARTICLE III DIRECTORS
1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors,
2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of the Corporation shall be eighteen (18), but may be increased or decreased by amendment of this section, and if required, by amendment of Article VI of the Articles of Incorporation. The initial Directors shall be as named in the Corporation's Articles of Incorporation, At the Board meeting that these Bylaws are adopted, those directors shall divide themselves into three (3) classes of six (6) Directors. One class shall serve until the 2002 annual meeting of the Membership, one class shall serve until the 2003 annual meeting, and thereafter each Director shall serve for a three-year term such that six (6) Directors shall be elected at each such annual meeting. Each Director shall continue as Director until the earlier of such time as the annual meeting at which his or her term expires and until his or her successor has been elected and qualified. Directors must be members of the Corporation. Directors may serve for successive terms.
3. REMOVAL. Any Director may be removed, with or without cause, by vote of seventy-five percent (75%) of the members of the Board of Directors. Upon such removal, the resulting vacancy shall be filled by the remaining Board of Directors.
4. VACANCIES. Should a vacancy occur on the Board before completion of a term, that position may be filled by the remaining Board of Directors for the unexpired portion of the term.
5. ANNUAL MEETING. An Annual Meeting of the Board shall be held in November of each year in Louisville, Kentucky, at such time and at such location as determined by the Board. At the Annual Meeting, the Board shall:
A. Elect officers of the Corporation.
B. Review all annual reports of the corporation.
C. Address any other business as may properly come before the Board.
6. DELAYED ANNUAL MEETING. If, for any reason, the Annual Meeting of the Directors shall not be held on the day hereinbefore designated, such meeting may be called and held as a special meeting, and the same proceedings may be had thereat as at an Annual Meeting, provided, however, that the notice of such meeting shall be the same herein required for the Annual Meeting, namely, not less than a ten-day notice.
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7. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or, of the Vice President, and shall be called by the President upon the written request of a majority of the Directors in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place in Louisville, Kentucky, as the place for holding any special meeting of the Board of Directors called by them.
8. NOTICE. Notice of the Annual Meeting shall be given at least ten (10) days prior thereto. Notice of any special meeting shall be given at least three (3) days prior thereto. Notices of the Annual Meeting or any special meeting shall be by written notice delivered personally or mailed or delivered by facsimile transmission to each Director at his or her address as indicated on the Corporation's membership roll. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a properly addressed, postage prepaid envelope. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is sent to the proper fax number. 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 at, nor the purpose of, any Annual or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
9. 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. Directors may attend meetings of the Board of Directors by telephone.
10. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
11. COMPENSATION. No Director shall receive compensation for his or her services as Director.
12. INFORMAL ACTION. Any action required by law 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, may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all the Directors. Such consent shall have the same effect as a unanimous vote.
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ARTICLE IV
OFFICERS
1. CLASSES. The officers of the Corporation shall be a President and one or more Vice Presidents (the number to be determined by the Board of Directors), a Secretary and 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. Any two offices may be held by the same person, except the President shall not hold any other such office.
2. ELECTION AND TERM OF OFFICE. Each officer shall hold office for a one-year term or until his or her successor shall have been duty 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 the 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 and filled at any meeting of the Board of Directors.
3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby.
4. 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.
5. PRESIDENT. The President shall preside at all meetings of the Board of Directors and of the members. He or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
6. VICE PRESIDENT. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there may be more than one Vice President, and Vice Presidents, in the order designated, or in the absence of any designation, then in the order of their election) 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 to him or her by the President or by the Board of Directors,

7. SECRETARY. The Secretary shall; [a] keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose; [b] see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; [c] be custodian of the corporate records; and, [d] in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.




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8. TREASURER. If required by the Board of Directors, the Treasurer shall: [a] have charge and custody of and be responsible for all funds of the Corporation; [b] receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; [c] deposit all such moneys in the 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 [d] in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
ARTICLE V COMMITTEES
1. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent permitted by law and to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.
2. OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Members of such committees, who need not be Directors, shall be appointed by the Board of Directors. Any member may be removed by the President whenever in his or her judgment the best interests of the Corporation shall be served by such removal.
3. TERM OF OFFICE. Each member of a committee shall continue as such until the next Annual Meeting of the Directors of the Corporation or, if later, until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
4. CHAIRMAN. One member of each committee shall be appointed Chairman
5. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided In the case of the original appointments,

6. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
7. RULES. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

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ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
2. LQANS. 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.
3. CHECKS, DRAFTS, ORDERS, ETC. All checks, drafts, or other orders for 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 from time to time be determined by resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, brokerage companies or other depositories as the Board of Directors may select.
5. GIFTS. Any Director or officer may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes of or for any special purpose of the Corporation, and shall promptly remit such amounts to the Corporation.
ARTICLE VII
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 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 Directors, for any proper purpose at any reasonable time.
ARTICLE VIII FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.

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ARTICLE IX 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, waiver thereof in writing, signing 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 X AMENDMENT OF BYLAWS
These Bylaws may be amended if the following conditions are satisfied: [i] the amendment is approved by the affirmative vote of a majority of the Board of Directors if notice of the proposed amendment is contained in the notice of the meeting to the Board of Directors, and [ii] the amendment is not inconsistent with the Corporation's Articles of Incorporation as of the date that it is effective.
BYLAWS OF
HIGHLANDS-DOUGLASS NEIGHBORHOOD ASSOCIATION, INC.
ARTICLE I PURPOSE
The purpose of the Highlands-Douglass Neighborhood Association, Inc. (the "corporation") shall be (1) to unite residents and property owners in the Highlands-Douglass community (the "Community"), (2) to promote neighborhood harmony in the community, (3) to promote beautification of the community, and (4) to promote community activities of a civic, educational, or artistic nature, including an annual Jazz Concert, in or relating to the community, all subject to the discretion and approval of the Board of Directors.
ARTICLE II MEMBERSHIP
1. Members. Membership in the Corporation shall consist of those persons who reside or own real property within the boundaries set forth in the map attached hereto as Exhibit A, who have applied for or indicated a desire to be members, and who otherwise are in compliance with any membership requirements, including dues or assessment requirements, imposed by the Board of Directors. Former residents of the Highlands-Douglass neighborhood, who remain active in the Association, can be voted members emeritus by the Board of Directors. Members shall be entitled to elect the Board of Directors.
2. ANNUAL MEETING. An annual meeting of the membership of the corporation shall be held on the first Sunday of November of each year at a tune and place within Louisville, Kentucky as designated by the President At the annual meeting of members, the Membership shall elect Directors as provided herein and address any other business as may properly come before the Membership.
3. SPECIAL MEETINGS. Special meetings of the membership may be called by either (a) the President, (b) a majority of the Board of Directors, or (c) upon written request of fifteen (15) or more of the members, and shall be held at a time and place within Louisville, Kentucky as designated by the President.
4. MEETING NOTICES- Notice of the annual or any special meeting of the membership shall be given at least ten (10) days prior thereto. Such notices shall be delivered personally or mailed by or under the supervision of the Secretary to the member's address as indicated on the Corporation's Membership roll. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a properly addressed, postage prepaid envelope. Any member may waive notice of any meeting. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where the member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at a special meeting shall be specified in the notice of any such meeting, but need not be specified in the notice of any annual meeting of the membership.
5. QUORUM. The presence of ten percent (10%) or more of the members of the corporation shall constitute a quorum for the transaction of business at any meeting of the Membership.
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6. VOTING. Voting by proxy shall not be permitted.
7. MANNER QF ACTING. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Membership; provided that if there are more than two (2) candidates for a Director position, such Director may be elected by a plurality.
ARTICLE III DIRECTORS
1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors,
2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of the Corporation shall be eighteen (18), but may be increased or decreased by amendment of this section, and if required, by amendment of Article VI of the Articles of Incorporation. The initial Directors shall be as named in the Corporation's Articles of Incorporation, At the Board meeting that these Bylaws are adopted, those directors shall divide themselves into three (3) classes of six (6) Directors. One class shall serve until the 2002 annual meeting of the Membership, one class shall serve until the 2003 annual meeting, and thereafter each Director shall serve for a three-year term such that six (6) Directors shall be elected at each such annual meeting. Each Director shall continue as Director until the earlier of such time as the annual meeting at which his or her term expires and until his or her successor has been elected and qualified. Directors must be members of the Corporation. Directors may serve for successive terms.
3. REMOVAL. Any Director may be removed, with or without cause, by vote of seventy-five percent (75%) of the members of the Board of Directors. Upon such removal, the resulting vacancy shall be filled by the remaining Board of Directors.
4. VACANCIES. Should a vacancy occur on the Board before completion of a term, that position may be filled by the remaining Board of Directors for the unexpired portion of the term.
5. ANNUAL MEETING. An Annual Meeting of the Board shall be held in November of each year in Louisville, Kentucky, at such time and at such location as determined by the Board. At the Annual Meeting, the Board shall:
A. Elect officers of the Corporation.
B. Review all annual reports of the corporation.
C. Address any other business as may properly come before the Board.
6. DELAYED ANNUAL MEETING. If, for any reason, the Annual Meeting of the Directors shall not be held on the day hereinbefore designated, such meeting may be called and held as a special meeting, and the same proceedings may be had thereat as at an Annual Meeting, provided, however, that the notice of such meeting shall be the same herein required for the Annual Meeting, namely, not less than a ten-day notice.
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7. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or, of the Vice President, and shall be called by the President upon the written request of a majority of the Directors in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place in Louisville, Kentucky, as the place for holding any special meeting of the Board of Directors called by them.
8. NOTICE. Notice of the Annual Meeting shall be given at least ten (10) days prior thereto. Notice of any special meeting shall be given at least three (3) days prior thereto. Notices of the Annual Meeting or any special meeting shall be by written notice delivered personally or mailed or delivered by facsimile transmission to each Director at his or her address as indicated on the Corporation's membership roll. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a properly addressed, postage prepaid envelope. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is sent to the proper fax number. 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 at, nor the purpose of, any Annual or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
9. 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. Directors may attend meetings of the Board of Directors by telephone.
10. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
11. COMPENSATION. No Director shall receive compensation for his or her services as Director.
12. INFORMAL ACTION. Any action required by law 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, may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all the Directors. Such consent shall have the same effect as a unanimous vote.
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ARTICLE IV
OFFICERS
1. CLASSES. The officers of the Corporation shall be a President and one or more Vice Presidents (the number to be determined by the Board of Directors), a Secretary and 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. Any two offices may be held by the same person, except the President shall not hold any other such office.
2. ELECTION AND TERM OF OFFICE. Each officer shall hold office for a one-year term or until his or her successor shall have been duty 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 the 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 and filled at any meeting of the Board of Directors.
3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby.
4. 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.
5. PRESIDENT. The President shall preside at all meetings of the Board of Directors and of the members. He or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
6. VICE PRESIDENT. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there may be more than one Vice President, and Vice Presidents, in the order designated, or in the absence of any designation, then in the order of their election) 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 to him or her by the President or by the Board of Directors,

7. SECRETARY. The Secretary shall; [a] keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose; [b] see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; [c] be custodian of the corporate records; and, [d] in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.




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8. TREASURER. If required by the Board of Directors, the Treasurer shall: [a] have charge and custody of and be responsible for all funds of the Corporation; [b] receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; [c] deposit all such moneys in the 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 [d] in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
ARTICLE V COMMITTEES
1. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent permitted by law and to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.
2. OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Members of such committees, who need not be Directors, shall be appointed by the Board of Directors. Any member may be removed by the President whenever in his or her judgment the best interests of the Corporation shall be served by such removal.
3. TERM OF OFFICE. Each member of a committee shall continue as such until the next Annual Meeting of the Directors of the Corporation or, if later, until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
4. CHAIRMAN. One member of each committee shall be appointed Chairman
5. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided In the case of the original appointments,

6. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
7. RULES. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

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ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
2. LQANS. 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.
3. CHECKS, DRAFTS, ORDERS, ETC. All checks, drafts, or other orders for 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 from time to time be determined by resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, brokerage companies or other depositories as the Board of Directors may select.
5. GIFTS. Any Director or officer may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes of or for any special purpose of the Corporation, and shall promptly remit such amounts to the Corporation.
ARTICLE VII
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 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 Directors, for any proper purpose at any reasonable time.
ARTICLE VIII FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.

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ARTICLE IX 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, waiver thereof in writing, signing 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 X AMENDMENT OF BYLAWS
These Bylaws may be amended if the following conditions are satisfied: [i] the amendment is approved by the affirmative vote of a majority of the Board of Directors if notice of the proposed amendment is contained in the notice of the meeting to the Board of Directors, and [ii] the amendment is not inconsistent with the Corporation's Articles of Incorporation as of the date that it is effective.