Proposed BY-LAWS OF
KENTUCKY COALITION TO ABOLISH THE DEATH PENALTY, INC.
A NON-PROFIT CORPORATION
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 II - 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
Section 1 — Powers
The Board of Directors shall be empowered to conduct the business and affairs of the KCADP,
including but not limited to, the acquisition and disposal of property, the hiring and firing of the
Executive Director, and all other rights provided by statute.
Section 2 - Composition
The Board of Directors shall consist of between fifteen (15) and twenty-one (21) Directors who
shall support and subscribe to the purposes of KCADP. The exact number shall be determined from
time to time by the Board of Directors. However, a decrease in the number of Directors shall not shorten
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an incumbent Director's term.
Section 3 - Term of Office
The Directors shall serve for a term of three (3) years or until their successors shall be elected.
Directors may serve an unlimited number of terms.
Section 4 — Meetings
A. 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.
B. All meetings shall be open to the public. The Directors may, however, by a simple majority
vote of those Directors present, a quorum being present, vote to hold a meeting or portion thereof in
executive session. Notice shall be given in a regular open meeting of the general nature of the business
to be discussed in executive session and the reason for the closed session.. No final action may be taken
at_a_ closed meeting. No matters may be discussed _at_a closed meeting other than those publicly
announced prior to convening the closed meeting.
C. Special meetings may be called by the Chair or upon request of five (5) Directors.
D. Notice of all meetings shall be sent to Directors not less than five (5) days prior to the day of
the meeting. Notice requirements may be waived by the filing of written statements from all Directors
that they agree to such a waiver. Said waiver may be filed either before or within ten (10) days after the
meeting in question.
Section 5 - Compensation
No Director shall be paid for services rendered to KCADP. Expenses, however, may be
reimbursed per policies set by the Board.
Section 6- Quorum
A quorum of the Board shall consist of one-third (1/3) of the Directors, but, shall be no less than
two (2)
Section 7 - Resignation
A Director may resign at any time by delivering a written resignation to the Chair or the
Secretary in the event of resignation of the Chair. In the circumstances of an oral resignation a copy of an
acknowledgment letter sent by the Chair or Secretary shall be sufficient evidence of such resignation.
Said resignation shall become effective upon acceptance by the Chair or Secretary.
Section 8 - Removal
A A Director may be removed from office 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. Violation of KCADP.
policy setting forth the duties and responsibilities of officers and Directors; and,
unexcused absence from three (3) consecutive meetings shall also be included in the
definition of good cause.
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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 notice shall give
reasons for removal. A two-thirds (2/3) vote of the Directors present, in a secret ballot,
quorum being present, shall be required for removal.
Section 9 - 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 10 - 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 or any other approved electronic method, to such a vote being taken. Such agreement may be
executed either before the vote to be taken or by the next regularly scheduled meeting and included in the
official 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 11 — 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.
G. In order to qualify as a candidate a person must meet the criteria in Article IV, Section 2.
Dz A list of the candidates and their qualifications shall be sent to the Directors at least
thirty (30) days prior to the Annual Meeting.
E. Election shall be by a plurality vote with each Director 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.
F. 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 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
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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. The
Secretary shall have such other powers and duties as the Board may assign him or her; and
The TREASURER, who shall oversee the financial life of KCADP, keeping accurate books and
records and reporting to the Board on fiscal matters. The Treasurer shall have such other powers
and duties as the Board may assign.
Section 2 - Compensation
No officer shall be paid for services rendered to KCADP. Expenses, however, may be
reimbursed per policies set by the Board.
Section 3 — Term of Office
All officers shall serve a one-year term of office, or until their successors shall have been elected and
installed, and may serve an unlimited number of terms.
Section 4 — Elections
A. The officers shall be elected by and from the Board of Directors at the first meeting
following the Annual Meeting.
B. Election shall be by a simple majority vote of the Directors present, a quorum being present,
and may either be by a show of hands or secret ballot as the Board may choose.
Section 5 — Resignations
An officer may resign from his/her office at any time by delivering a written resignation to the
Chair or the Secretary in the event of the resignation of the Chair. In the event of an oral resignation a
copy of an acknowledgement letter sent by the Chair or Secretary shall be sufficient evidence of such
resignation. Said resignation shall become effective upon acceptance by the Chair or Secretary.
Section 6 — Removal
An officer may be removed from office by the Board of Directors only upon a showing of good
cause. Notice of intent to remove must be sent to the officer in question at least thirty (30) days prior to
the meeting at which such action is to be taken. Said notice shall give reasons for removal. A two-thirds
(2/3) vote of the Directors present, a quorum being present, shall be required for removal.
Section 7 — Vacancies
Vacancies due to resignation, removal, incapacity, or death shall be filled for the remainder of
the term of office by majority vote of the Board at a duly constituted meeting, a quorum being present.
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ARTICLE VI - EXECUTIVE COMMITTEE
Section 1— Composition
The Executive Committee shall be composed of the officers of KCADP.
Section 2 — Powers and Privileges
The Executive Committee shall have the power, privileges, and prerogatives of the full Board of
Directors, except those which are expressly reserved to the Board by the Articles of incorporation, these
By-Laws, or through action of the Board of Directors. All action taken by the Executive Committee
shall be reviewed by the Board at its next regular meeting.
Section 3 - Meetings
The Executive Committee shall meet at the call of the Chair or other officer acting on behalf of
or in the stead of the Chair.
Section 4— Quorum
A quorum of the Executive Committee shall be made up of three (3) of its members.
Article VIT COMMITTEES
Section 1 ~— Standing Committees
A. The Nominating Committee shall be charged with solicitation of potential Directors and
recommendation to the Board for election or re-election. It shall have the responsibility for
proposing a list of nominees for all offices and Directors and shall prepare the ballots as well
as all materials providing information and qualifications of the nominees to be sent to the
Directors at least thirty (30) days prior to the Annual Meeting. It shall be responsible for
proposing candidates to fill any vacancies that may occur among the officers and Directors
and shall act as_an elections committee in the event of any dispute about or need for
additional rules for the conduct of elections.
B. The Finance Committee shall be charged with the review of current and projected financial
operations, assist the Treasurer in the development of an annual budget and act as an audit
committee.
Section 2 — Special Committees
The Board of Directors may from time to time establish any special committees that it deems
necessary, select its chair and members, set the term of office and other rules for the operation of said
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committees.
Section 3 — Organization
A. The Committee Chairpeople shall be Directors and shall be responsible for presiding over
committee meetings, for the conducting of a committee’s business, and for reporting on
business, activities, and recommendations to the Board at each regularly scheduled Board
meeting following a committee meeting.
B. Committees shall meet upon the call of the respective chair or upon request of the KCADP
Chair.
C. Committee members need not be Directors but must support and subscribe to the purposes of
KCADP.
ARTICLE VII —-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.
B. 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.
ARTICLE X - NONDISCRIMINATION
The directors, officers, committee members, employees, and persons served by the KCADP shall
be selected entirely on a nondiscriminatory basis with respect to age, ancestry, disability, ethnicity,
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familial status, financial circumstances, gender, gender identification, limited English proficiency,
national origin, political beliefs or affiliations, 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 officer 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 —- FINANCES
Section 1 — Fiscal Year
The fiscal year of the organization shall be from January 1 to December 31 of each year. _
Section 2 -Banking
All checks to the amount over $500.00 shall require two (2) signatures from among the officers
or others so authorized by the Board of Directors.
Article XII - QUORUMS
Unless otherwise provided for in these By-Laws, the quorum for all meetings of the KCADP or
any of its parts shall be one-third (1/3) of the voting membership of the body in question but shall be no
less than two (2).
ARTICLE XIV —- 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.
ARTICLE XV —- AMENDMENTS
These By-Laws may be amended by the Board of Directors upon formal notice given by any
Director at least fourteen (14) days in advance of a regularly scheduled meeting of the Board of his or
her intention to propose a specific amendment. Adoption of such an amendment shall be by affirmative
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vote of at least two-thirds (2/3) of those Directors present and voting, a quorum being present at the time
of the vote.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify that I am the duly elected Secretary of the Kentucky
Coalition to Abolish the Death 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 11th
day of March, 2013.
SECRETARY
Amended Throughout: 3/11/13
PREPARED BY;
JEFFREY B. SEGAL
Attorney at Law
3509 Cotter Dr.
Louisville, KY 40211
(502) 774-4499
Draft: 2/23/13
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