KCADP New By-law Provisions
8/8/12
ARTICLE I — NAME
The name of the Corporation shall be the Kentucky Coalition
to Abolish the Death Penalty (KCADP).
ARTICLE II -— PURPOSES
To engage in educational activities with the purpose of
providing information, research, and other resources on the death
penalty and related issues.
To engage in educational activities designed to promote
public support for abolition of the death penalty in Kentucky.
To initiate and/or support other such educational and
charitable activities which have as a goal the abolition of the
death penalty in the State of Kentucky, and, to engage in similar
educational and charitable activities in cooperation with other
organizations with the purpose of abolishing the death penalty
throughout the United States.
ARTICLE III —- MEMBERS & SUPPORTERS
Section 1 - Members
KCADP shall be a non-membership organization.
Section 2 -— Supporters
The Board of Directors may establish categories of supporters for
fund-raising purposes and may, as it sees appropriate, classify
such supporters “members” without conferring any of the normal
membership rights. The Board shall from time to time determine
the appropriate levels of support and associated privileges.
ARTICLE IV - BOARD OF DIRECTORS
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Section 1 - The Board of Directors shall be the governing body of
KCADP and as such shall be entitled to do all things authorized by
law to achieve the purposes of the organization. The Board of
Directors shall consist of fifteen (15) Directors who shall support
and subscribe to the purposes of KCADP.
Section 2 - Each Board member shall serve for a term of one three
(3) years or until their successors shall be elected. beginning—in
T
There shall be no limit placed on the number of
terms a Board member may serve.
Section 3 - The Board shall meet on a quarterly basis at a time and
place set by resolution of the Board. One such meeting shall be the
Annual_meeting held in March of each year and at which time
elections shall be held.
Section 4 - All Board members shall receive advance notice of
meetings. Other meetings may be called at the discretion of the
Board.
Section 5 - No Board member shall be paid for services rendered to
KCADP. Expenses, however, may be reimbursed per policies set by the
Board.
Section 6 — Resignation
A Director may resign at any time by delivering a written
resignation to the President or the Secretary in the event of
resignation of the President. In the circumstances of an oral
resignation a copy of an acknowledgment letter sent by the
President or Secretary shall be sufficient evidence of such
resignation. Said resignation shall become effective upon
acceptance by the President or Secretary.
Section 7 - Removal
A. A Director may be removed from ofice by the Board of
Directors upon a showing of good cause. Good cause
shall include a breach of fiduciary duties to the
organization such as care, trust, and loyalty, or,
irresolvable conflict of interest; and, unexcused
absence from three (3) consecutive meetings shall also
be included in the definition of good cause.
B. Notice of intent to remove must be sent to the Director
in question at least fourteen (14) days prior to the
meeting at which such action is to be taken. Said
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notice shall give reasons for removal. A two-thirds
(2/3) vote of the Directors present, in a secret bal-
lot, quorum being present, shall be required for re-
moval.
Section 8 - Vacancies
Any vacancies due to resignation, removal, incapacity, or death
shall be filled for the remainder of the term of office by a vote
of a majority of the Board at a duly constituted meeting, a
quorum being present.
Section 9 — Conducting Business by Means Other than a Meeting
The Board of Directors may either hold a meeting by telephone or
other electronic media or conduct business in the absence of a
meeting. In order to conduct business in this manner, it shall
be required that all of the Directors be notified of such
intention and all members in good standing agree, in writing or
by email, to such a vote being taken. Such agreement may be
executed either before the vote to be taken by the next
regularly scheduled meeting and included in the oficial records
along with a recording of the votes taken. The vote required to
conduct business shall be the same as are required at a duly
constituted meeting in which all members in good standing are
present.
Section — Elections
A. Election and installation of the Directors shall take
place at the Annual Meeting.
B. Elections shall take place each year with one-third
(1/3) of the Directors elected each year.
Cs In order to qualify as a candidate a person must meet
the criteria in Article IV, Section 2.
D. A_ list of the candidates and their qualifications shall
be sent to the Directors at least thirty (30) days
prior to the Annual Meeting.
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E. Election shall be by a plurality vote with each Direc-
tor in good standing entitled to cast up to as many
votes as there are vacancies to be filled with no more
than one (1) vote going to any candidate.
ES Election shall be by secret ballot unless the Board of
Directors votes, by a simple majority vote, a quorum
being present, to dispense with a secret ballot and
vote by other means.
ARTICLE V - OFFICERS
Section 1 - The oficers shall be elected from the Board at its
March meeting. They shall serve for a term of one year. There
shall be no limits on the number of terms an oficer may serve.
Section 2 - The officers shall be:
The CHAIR, who shall have the authority to preside at all
meetings of the members and Board of Directors. The Chair
shall have such other powers and duties as the Board may
assign to him or her; and,
The VICE-CHAIR, who shall perform the duties of the Chair in
his or her absence. The Vice-Chair shall also have such
other powers and duties as the Board may assign; and,
The SECRETARY, who shall keep the minutes and corporate
records of the organization; and
The TREASURER, who shall oversee the financial life of KCADP,
keeping accurate books and records and reporting to the
Board on fiscal matters.
Section 3 - No oficer shall be paid for services rendered to
KCADP. Expenses, however, may be reimbursed per policies set by
the Board.
ARTICLE VI - QUORUM
One-third (1/3) of the Board of Directors shall constitute a
quorum for any meeting but shall be no less than two (2).
ARTICLE VII - COMMITTEES
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Sectiion 1 - There shall be an Executive Committee consisting of
the oficers of KCADP which shall be responsible for carrying out
the business of KCADP between Board meetings and for making
decisions in emergencies.
Other committees may be appointed by the Board and are
responsible for reporting to the Board. The Chair of each
committee shall be a Board member, but committee members need not
be Board members.
ARTICLE VIII - EXECUTIVE DIRECTOR AND STAFF
Section 1 - Executive Director
The Executive Director shall be hired and may be fired by the
Board of Directors. He or she shall conduct the day-to-day affairs
of KCADP. He or she shall report on a regular basis to the Board
of Directors on the status of KCADP, the work of its office and
staff, and the progress of its programs and activities.
Section 2 - Staff
A. There shall be whatever staff is determined by the
Board of Directors to be necessary to carry out the
programs and activities of the KCADP.
Be: The Executive Director shall be empowered to hire and
may fire staff to assist in the operations of the
KCADP as provided for in a budget adopted by the
Board of Directors
ARTICLE IX — BOARD OF ADVISORS
A Board of Advisors may be established by the Board of
Directors. The Board of Advisors shall be made up of individuals
subscribing to the purposes, goals, and policies of KCADP and who
are interested in advancing its programs. Members shall be
appointed by the Board of Directors. Its size, rights,
privileges, and duties shall be set from time to time by the
Board of Directors.
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ARTICLE X — NONDISCRIMINATION
The directors, oficers, committee members, employees, and
persons served by the KCADP shall be selected entirely on a
nondiscriminatory basis with respect to age, ancestry, disabil-
ity, ethnicity, familial status, gender, gender identification,
limited English proficiency, national origin, political beliefs or
afiliations, race, religion, sexual orientation, veteran’s status,
and all other categories providing nondiscriminatory treatment by
law, statute, or ordinance.
ARTICLE XI — INSPECTION OF CORPORATE RECORDS
All corporate records except personnel files, confidential
service files, or other documents protected from public inspection
by action of the Board of Directors shall be open to inspection
upon written request at reasonable times to Directors and persons
receiving the services of the WPPA or their representative for
any purpose reasonably related to their interest in the KCADP.
Requests must be in writing, signed, and, if authorizing a
representative shall state the specific terms of the
authorization. The right to inspect shall include the right to
make extracts or photocopies, the cost to be borne by the
requester. A request to inspect shall be delivered to the
President, Secretary, or other oficer or agent designated by the
Board of Directors not less than five (5) days before the date
specified in the request for the inspection.
ARTICLE XII —- PARLIAMENTARY AUTHORITY
Robert's Rules of Order shall apply to all situations not
covered by the Articles of Incorporation, these By-Laws, or any
special rules adopted by the Board of Directors. The Board of
Directors shall determine from time to time what edition shall be
used.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify that I am the duly
elected Secretary of the Kentucky Coalition to Abolish the Death
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Penalty, Inc. a Kentucky non-profit corporation, and that the
foregoing are the By-Laws of said Corporation, as amended in a
meeting of the Board of Directors held on the day of
* , SECRETARY
PREPARED BY;
JEFFREY B. SEGAL
Attorney at Law
3509 Cotter Dr.
Louisville, KY 40211
(502) 774-4499
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