ARTICLE I. CHARITABLE PURPOSE
Section 1.1. Charitable Purposes.
The Corporation is organized, and at all times shall be operated, exclusively for such lawful charitable or educational purposes as will qualify it for exemption from the federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding section of any future United States Internal Revenue Law. Without limiting the generality of the foregoing sentence, the Corporation’s charitable and educational purposes include the following:
(a) To facilitate and improve the defense of human and civil rights secured by the Sixth Amendment of the United States Constitution and by similar provisions of state constitutions and federal and state statutes;
(b) To provide relief for poor or underprivileged persons accused of criminal offenses;
(c) To lessen the burden of local and state governments in fulfilling their obligations to provide for the defense of indigent persons accused of criminal offenses;
(d) To accomplish the purposes described above by providing assistance and resources such as the following:
(i) educational and training resources, including online webinars, for public defense attorneys and staff, court-appointed and pro-bono legal counsel, investigators, social workers, and other persons involved in providing legal assistance to poor or underprivileged persons accused of criminal offenses;
(ii) scholarships for criminal justice training events to public defenders who otherwise would not be able to attend such events;
(iii) a web-based platform for the efficient electronic storage and retrieval of training materials for attorneys, investigators, social workers, and other persons involved in providing legal assistance to poor or underprivileged persons accused of criminal offenses; and
(iv) technical assistance to improve the efficiency and effectiveness of public defense systems; and
(e) To engage in all other lawful activities that are consistent with the Corporation’s charitable and educational purposes and in which nonprofit corporations organized under Kentucky law and exempted from federal income tax as an organization described in Section 501(c)(3) of the Code, or corresponding section of any future United States Internal Revenue Law, may engage.
Section 1.2. Charitable Limitations.
Notwithstanding any other provision of these Bylaws or the Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (i) by a nonprofit corporation formed under Kentucky law, (ii) by a corporation qualifying for exemption from federal income tax as an organization described in Section 501(c)(3) of the Code or corresponding section of any future United States Internal Revenue Law, or (iii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or corresponding section of any future United States Internal Revenue Law. No part of the assets or any net earnings of the Corporation shall inure to the benefit of, or be distributable to, any officer or director of the Corporation, or any other private person, unless such private person is itself an organization qualifying for exemption from federal income tax as an organization described in Section 501(c)(3) of the Code or the corresponding section of any future United States Internal Revenue Law, and except as reasonable compensation for services rendered to the Corporation or to make payments and distributions in furtherance of the charitable or educational purposes set forth in Section 1.1 hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except to the extent permitted pursuant to an election made under Section 501(h) of the Code), and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distributing of statements) on behalf of, or in opposition to, any candidate for public office.
Section 1.3. No Loans to Officers or Directors.
The Corporation shall not make any loan to any of its directors or officers, nor shall any director or officer assent to or participate in the making of any such loan.
ARTICLE II. NO MEMBERS
Section 2.1. No Members.
The Corporation shall have no members.
ARTICLE III. BOARD OF DIRECTORS AND COMMITTEES
Section 3.1. Number of Directors.
The Corporation initially shall have six directors. The names and mailing addresses of the initial directors are stated in the Articles of Incorporation. The Corporation shall have a minimum of three, and a maximum of twenty-one, directors. The board of directors may fix or change the number of directors, within that range, at any time, and may change the minimum or maximum number of directors by amending these Bylaws, but the Corporation shall not have less than three directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
Section 3.2. Function of Directors.
The mission and business of the Corporation shall be managed, and its corporate powers exercised, by the board of directors. Without limiting the generality of the foregoing, the board of directors shall have the power and responsibility (a) to take such actions as are reasonable and appropriate to implement the Corporation’s purposes; (b) to determine required qualifications and conditions of employment of all employees of the Corporation; (c) to approve budgets and expenditures for the Corporation; (d) to apply any donations of funds, services, property, or resources to the Corporation toward the fulfillment of the Corporation’s purposes; (e) to negotiate and enter into leases, purchases, and contracts in furtherance of the Corporation’s purposes; and (f) to take such further actions as are reasonably necessary or appropriate for the fulfillment of the Corporation’s purposes.
Section 3.3. Qualification.
Each director must be an adult, but need not be a resident of Kentucky.
Section 3.4. Standard of Care.
A director shall perform his or her duties as a director, including his or her duties as a member of any committee of the board of directors upon which he or she serves, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a similar position would use under similar circumstances.
Section 3.5. Election and Term.
Each person named in the Articles of Incorporation as a member of the initial board of directors shall hold office until the first annual meeting of the board of directors and until his or her successor has been elected and has accepted his or her election, or until his or her earlier death, resignation, or removal from office. At each annual meeting of the board of directors, the board of directors shall elect directors to hold office until the next annual meeting of the board of directors. Each director shall hold office for the term for which he or she is elected and until his or her successor has been elected and has accepted his or her election, or until his or her earlier death, resignation, or removal from office. By accepting his or her election or appointment as a director, including by service, a director shall be deemed to have consented to the jurisdiction of the courts of the Commonwealth of Kentucky for any action by, in the name of, or on behalf of the Corporation.
Section 3.6. Vacancies.
Any vacancy occurring in the board of directors, including any vacancy created because of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though the remaining directors constitute less than a quorum of the full board of directors. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.
Section 3.7. Removal of Directors.
At any meeting of the board of directors at which a quorum is present, the board of directors may remove any director, with or without cause, and fill the vacancy created by the removal.
Section 3.8. Quorum and Voting.
A majority of the number of directors constituting the full board of directors constitutes a quorum for the transaction of business at a meeting of the board of directors. The act of the majority of the directors present at a meeting at which a quorum is present constitutes the act of the board of directors, unless the act of a greater number is required by Sections 273.161 through 273.390 of the Kentucky Revised Statutes or by the Articles of Incorporation or any other provision of these Bylaws. A director may not vote by proxy.
Section 3.9. Presumption of Assent. A director of the Corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken is presumed to have assented to the action unless he or she votes against it or expressly abstains from voting on it. The Secretary shall record each abstention in the minutes of the meeting.
Section 3.10. Adjournment.
A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
Section 3.11. Place of Meetings.
Regular and special meetings of the board of directors may be held either within or outside of the Commonwealth of Kentucky.
Section 3.12. Regular Meetings.
The board of directors shall hold a regular, annual meeting of the board of directors each year at a time and place determined by the board of directors. The board of directors may provide, by resolution, the time and place for the holding of the annual meeting and any number of additional regular meetings. The annual meeting and regular meetings may be held without notice to the directors, other than the resolution of the board of directors establishing the time and place of the meeting.
Section 3.13. Special Meetings.
Special meetings of the board of directors may be called by or at the request of the President or any two directors.
Section 3.14. Method of Meeting.
Any meeting of the board of directors or any committee of the board of directors may be conducted, and any member of the board of directors or any committee of the board may participate in any meeting of the board or committee, through the use of a conference call, video conference, or any other means of communication by which all directors or committee members participating in the meeting may simultaneously communicate with each other during this meeting. A director or committee member participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 3.15. Action Without a Meeting.
Any action required to be taken at a meeting of the board of directors (including any action required by law or otherwise to be taken by resolution of the board of directors), or any action that is permitted to be taken at a meeting of the directors or a committee of the directors, may be taken without a meeting if a written consent describing the action taken is signed by all the directors or committee members. All directors or committee members need not sign the same document. An action taken by unanimous written consent is effective when the last director or committee member signs the consent, unless the consent specifies a different effective date. A unanimous, written consent has the same effect as a unanimous vote at a meeting of the board of directors or committee and may be described as such in any document. The Secretary is responsible for causing the written consent to be included in the minutes of the meetings of the board of directors or applicable committee.
Section 3.16. Notice of Meetings.
Notice of the time and place of special meetings of the board of directors or any committee of the board of directors shall be given to each director or committee member at least three days before the meeting. Notice may be given orally if oral notice would be reasonable under the circumstances; otherwise, notice must be given in writing. A notice given by electronic mail (e-mail), facsimile, or similar electronic means constitutes written notice. Notice may be communicated by personal delivery, by e-mail to an e-mail address that the director or committee member has provided to the Corporation, by facsimile transmission to a facsimile number that the director or committee member has provided to the Corporation, by mail or other method of delivery to a street or post office address of the director or committee member specified in the records of the Corporation, or by telephone, voice mail, or other electronic means. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee needs to be specified in a notice or waiver of notice of that meeting. A written notice, if in a comprehensible form, shall be effective (a) upon deposit in the United States mail, if mailed postpaid and correctly addressed to the director, or (b) when electronically transmitted to the director or committee member in a manner authorized by these Bylaws. An oral notice shall be effective when communicated, if communicated in a comprehensible manner.
Section 3.17. Waiver of Notice.
Notice of a meeting of the board of directors or any committee of the board of directors need not be given to any director who signs a waiver of notice before, during, or after the meeting. Attendance of a director or committee member at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the time, place, and purpose of the meeting, and the manner in which it was called or convened, except when the director or committee member attends the meeting for the express purpose of objecting to the transaction of business because the meeting was not lawfully called or convened.
Section 3.18. Compensation.
The board of directors has authority to fix compensation in reasonable amounts to the Corporation’s officers and employees for services rendered by them as officers or employees of the Corporation.
Section 3.19. Executive and Other Committees.
The board of directors, by resolution adopted by the board of directors, may create one or more committees of the board, which may include an executive committee, and may appoint directors to serve on the committee or committees. The membership of each committee shall consist of two or more directors, and all committee members shall serve at the pleasure of the board of directors. The board of directors may delegate to one or more directors the authority to appoint or remove the members of any committee. An individual who is not a director may serve on a committee of the board in an advisory capacity, but may not vote on any matter that binds the Corporation. A committee may exercise the powers and authority of the board of directors, to the extent allowed by applicable law and the resolution creating or appointing the committee, except that a committee shall have no power or authority to take any of the following actions:
(a) To authorize distributions;
(b) To fill vacancies on the board of directors;
(c) To adopt, amend, restate, or repeal the Bylaws;
(d) To amend or restate the Articles of Incorporation of the Corporation;
(e) To elect, appoint, or remove any officer of the Corporation;
(f) To establish a board committee or establish or alter the manner in which committee members are appointed to any committee of the board of directors;
(g) To adopt a plan of merger or consolidation;
(h) To authorize the sale, lease, exchange, or mortgage of all or substantially all of the assets of the Corporation;
(i) To authorize the voluntary dissolution of the Corporation or to revoke proceedings therefor; or
(j) To amend, alter, or repeal any resolution of the board of directors.
The board of directors may create one or more advisory committees, whose members need not be directors. The board of directors may appoint and remove, or may designate any director or officer of the Corporation to appoint and remove, the members of an advisory committee. An advisory committee may not act on behalf of the Corporation or bind the Corporation to any action but may make recommendations to the board of directors, to any committee of the board of directors, or to the officers of the Corporation.
ARTICLE IV. OFFICERS
Section 4.1. Officers.
The officers of the Corporation shall consist of a President, who shall serve as the Executive Director of the Corporation, a Secretary, and a Treasurer, and may include a Chair of the Board of Directors, one or more Vice Presidents, and such other officers and assistant officers as the board of directors may deem necessary. The officers shall be elected initially by the board of directors at the organizational meeting of directors and, after that, at the annual meeting of the board of directors. The term of office of any officer shall not exceed three years, but any officer may be re-elected for one or more additional terms. The board of directors, from time to time, may elect or appoint other officers, assistant officers, and agents, who shall have such authority and perform such duties as the board prescribes. Each officer shall hold office until his or her successor is elected or appointed and accepts the election or appointment or until his or her earlier death, resignation, or removal from office. One person may hold any two or more offices. The failure to elect a President, Secretary, or Treasurer shall not affect the existence of the Corporation. By accepting his or her election or appointment as an officer, including by service, an officer shall be deemed to have consented to the jurisdiction of the courts of the Commonwealth of Kentucky for any action by, in the name of, or on behalf of the Corporation.
Section 4.2. President and Executive Director.
The President shall serve as the Executive Director of the Corporation and is the chief executive officer of the Corporation. Subject to the directions of the board of directors, he or she has general and active management of the business and affairs of the Corporation, may sign bonds, deeds and contracts for the Corporation, and shall preside at all meetings of the board of directors. The President may appoint any number of assistant officers and delegate duties to them. Unless otherwise directed by the board of directors, the President shall serve as an ex-officio member (with the right to vote) of each committee of the board of directors.
Section 4.3. Vice Presidents.
Each Vice President, if elected, has the powers and shall perform the duties that the board of directors or the President prescribes. Unless the board of directors otherwise provides, if the President is absent or unable to act, the Vice President who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise all the powers of the President. Unless the board of directors otherwise provides, any Vice President may sign bonds, deeds, and contracts for the Corporation.
Section 4.4. Secretary.
The Secretary shall (a) keep the minutes of the proceedings of the board of directors and committees of the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given according to the relevant provisions of these Bylaws or as required by law, (c) maintain custody of the corporate records and attest the signatures of officers who execute documents on behalf of the Corporation, (d) keep a register of the members of the board of directors and each committee of the board of directors and their mailing addresses, and (e) in general perform all duties incident to the office of secretary and such other duties as the President or the board of directors from time to time prescribes.
Section 4.5. Treasurer.
The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation, (b) receive and give receipts for all monies due and payable to the Corporation and deposit all monies in the name of the Corporation in the banks, trust companies, or other depositaries selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and such other duties as the President or the board of directors from time to time assigns to him or her. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors determines.
Section 4.6. Removal of Officers.
Any officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment his or her removal would serve the best interests of the Corporation. Removal shall be without prejudice to any contract rights of the person removed. The mere appointment of any person as an officer, agent, or employee of the Corporation does not create any contract rights. The board of directors may fill a vacancy in any office.
ARTICLE V. INDEMNIFICATION
Section 5.1. Indemnification.
Any person, or his or her heirs, executors, or administrators, who is made or threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he or she, or his or her testator or intestate, is or was a director, officer, employee, or agent of this Corporation or serves or served any other Corporation or enterprise in any capacity at the request of this Corporation, shall be indemnified by this Corporation, and this Corporation may advance his or her related expenses, to the full extent permitted by law. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person or his or her heirs, executors, or administrators may be entitled. The Corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.
ARTICLE VI. BOOKS AND RECORDS
Section 6.1. Records Required.
This Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors.
Section 6.2. Form.
The Corporation’s books, records, and minutes may be written or kept in any other form capable of being converted into writing within a reasonable time.
ARTICLE VII. DISSOLUTION
Section 7.1. Dissolution.
If the Corporation dissolves, the board of directors, after paying or making provision for the payment of all the Corporation’s liabilities in accordance with applicable law, shall distribute all the Corporation’s assets to one or more organizations that are exempted from federal income tax as an organization described in Section 501(c)(3) of the Code or corresponding section of any future United States Internal Revenue Law. If any of the Corporation’s assets are not so distributed, the Court of Common Pleas of the county in which the principal office of the Corporation is then located shall distribute the remaining assets to a corporation that is organized exclusively for charitable purposes and is exempted from federal income tax as an organization described in Section 501(c)(3) of the Code or corresponding section of any future United States Internal Revenue Law, to be used for that corporation’s charitable purposes.
ARTICLE VIII. AMENDMENT
Section 8.1. Amendment.
These Bylaws may be repealed or amended, and additional bylaws may be adopted, by the board of directors.