First Amended and Restated Articles of Incorporation of
THE KENTUCKY STATE PARKS FOUNDATION, INC.,
a Kentucky non-stock, non-profit corporation

            The above corporation existing pursuant to the Kentucky non-profit Corporation Act, desiring to give notice to corporate action of its Articles of Incorporation do hereby set forth the provisions of the Articles of Incorporation, that they have been duly adopted as required by law, and filed on June 7, 2007, states as follows:

I.

1.1           The name of the corporation is The Kentucky State Parks Foundation, hereinafter called “The Foundation”. 

II.
PRINCIPAL OFFICE, REGISTERED AGENT,
REGISTERED OFFICE

2.1      The principal office of The Foundation shall be 500 Mero Street, Capital Plaza Tower, Frankfort, KY 40601

2.2      The name and address of its registered agent and registered office is Jerry T. Miller, Commissioner, Kentucky Department of Parks, 500 Mero Street, Capital Plaza Tower, Frankfort, KY 40601.

PURPOSES AND POWERS

3.1      The Foundation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or any corresponding section of any future federal tax code, including for such purposes, the making of distributions to organization that qualify as exempt organizations under § 501(c)(3) of the Code.  The corporation may receive contributions and fees, and shall distribute its funds for public, charitable purposes, as hereinafter set forth.  In carrying out its corporate purposes, the corporation shall have all the powers allowed corporations under the Kentucky Non-Profit Corporation Act; provided, however, that the corporation shall not have or exercise any power prohibited by Article 3.2.  The Foundation is organized for the purpose of preserving, protecting, promoting, advocating and educating about the cultural heritage, history, natural resources and unbridled spirit of Kentucky’s state parks.   The Foundation will maintain a significant involvement in the affairs of the KY State Parks system.

     

3.2      The Foundation shall have no capital stock and no power to issue certificates for shares of capital stock or to declare dividends.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3.1 hereof.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

     

3.3      Additionally, The Foundation is formed to promote the economic health and quality of life of all citizens; to carry out the above goals and purposes; to solicit and receive gifts, bequests, legacies, conveyances or real and personal property in furtherance of the above purposes; to apply for, to receive and administer funds and grants from public or private sources, state, federal or county governments for the above mentioned purposes and; to do anything necessary, suitable and proper for the attainment of any of the purposes, the accomplishment of any of the objects or the furtherance of any of the powers hereinabove set forth.

     

3.4      No part of the net earnings of The Foundation shall inure to benefit of, or be distributable to, any director, officer or employee in The Foundation or any other private individual, except that reasonable compensation may be paid for services rendered to or for The Foundation in connection with one or more of its purposes.  No substantial part of the activities of The Foundation shall be carrying on of propaganda, or otherwise attempting, to influence legislation, and The Foundation shall not participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, The Foundation shall not carry on other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 503(c)(1) of the Code, or (b) a corporation, contributions to which are deductible under Section 180(c)(2) of the Code.

     

3.5      The Foundation shall have all powers set forth in the Kentucky Non-Profit Corporation Act and otherwise not prohibited by law as all such powers may be limited by the provisions of the Code herein specified.

IV.
MEMBERS; BOARD OF DIRECTORS

4.1      The Foundation shall have no members. 

The initial Board of Directors shall consist of thirteen (13) members, whose names and addresses are as follows:

1. Isabel Yates, Lexington, Kentucky;
2. Joe Bowen, Owensboro, Kentucky;
3. Judy King Cowgill, Lexington, Kentucky;
4. Alan Hoeweler, Cincinnati, Ohio;
5. Lindy B. Street, Louisville, Kentucky;
6. Rick Jordan, Burlington, Kentucky;
7. Ben Cundiff, Cadiz, Kentucky;
8. Jerry W. Haynes, Lexington, Kentucky;
9. Fred Jackson, Ashland, Kentucky;
10. Curt Sullivan, Bowling Green, Kentucky;
11. Charles W. Miller, Prestonsburg, Kentucky;
12. Mary Ann Squires, Versailles, Kentucky;
13. Jerry T. Miller, Commissioner, Kentucky Department of Parks, ex officio, Frankfort, Kentucky.

     

4.3     The affairs of The Foundation shall be conducted by its duly elected directors; however, the directors may elect an Executive Board to conduct day to day business in accordance with its bylaws. 

     

4.4     The directors may make and adopt bylaws not inconsistent with the provisions of these Articles of Incorporation and the laws of the Commonwealth of Kentucky.  Adoption of the bylaws and subsequent amendments thereof shall be effective upon the affirmative vote of a majority of the directors of The Foundation at a meeting duly called for that specific purpose.

     

4.5     The Commissioner of the Kentucky Department of Parks shall serve ex-officio and his term shall end upon his leaving his respective position.  He shall be replaced by his successor. 

     

4.6     Initially, the term of office for 1/3 of all other directors shall be for one (1) year, 1/3 shall be for two (2) years, and the remaining 1/3 shall be for three (3) years.  Thereafter, all terms except for that of the Commissioner, Kentucky Department of Parks, shall be for three (3) years.    These members shall be selected and vacancies shall be filled by vote of the remaining members of the Board of Directors.

     

4.7     Any director, except the Commissioner of Parks, may be removed from the Board of Directors, with or without cause, by the affirmative vote of a majority of the directors.  Any director who resigns or is removed from the Board of Directors may be replaced with a new director elected by the affirmative vote of a majority of the Directors.  All such replacements shall fulfill the term of the Director replaced.  Additional directors may be added by affirmative vote of a majority of the Directors.

     

V.
DISSOLUTION

5.1     No person shall possess any property right in or to the property or assets of The Foundation.  Upon dissolution, the remaining net assets of The Foundation shall go to the Kentucky Department of Parks (hereinafter KDP) or its successor for the benefit of KDP.  Any funds which are given to KDP, which is a government entity, must be used for a public purpose within the meaning of Section 501(c)(3) of the Code.  If KDP (or a successor organization) is not in existence, such assets shall go to a similar organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, that shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, or the corresponding provision of any future United States Internal Revenue law.

     

5.2     Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

VI.
LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION

6.1        No director, officer, or employee of The Foundation shall be personally liable as such on its obligations or to The Foundation for monetary damages for breach of his duties as a director except for liability for (a) any transaction in which the director’s personal financial interest is in conflict with the financial interests of the corporation; (b) acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law; or (c) any transaction from which the director derives an improper personal benefit, including those prohibited by Kentucky Ethics Laws.  If the Kentucky Revised Statutes are subsequently amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be deemed to be eliminated or limited by this provision to the fullest extent then permitted by the Kentucky Revised Statutes, as so amended.  Any repeal or modification of this article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

     

6.2        Each person who is or was a member, director, trustee officer, or employee of the corporation, whether elected or appointed, and each person who is or was serving at the request of the corporation as a member, director, trustee, officer or employee of another corporation, whether elected or appointed, including the heirs, executors, administrators, or estate of any such person, shall be indemnified by the corporation to the full amount against any liability, and the reasonable cost or expense (including attorney fees, monetary or other judgments, fines, excise taxes, or penalties and amounts paid or to be paid in settlement) incurred by such person in such person’s capacity as a member, director, trustee, officer, or employee or arising out of such person’s status as a member, director, trustee, officer, or employee; provided, however, no such person shall be indemnified against any such liability, cost, or expense incurred in connection with any action, suit, or proceeding in which such person shall have been adjudged liable on the basis that personal benefit was improperly received by such person, or if such indemnification would be prohibited by law. Such right of indemnification shall be a contract right and shall include the right to be paid by the corporation the reasonable expenses incurred in defending any threatened or pending action, suit, or proceeding in advance of its final disposition; provided, however, that such advance payment of expenses shall be made only after delivery to the corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall be determined that such person is not entitled to such indemnification. Any repeal or modification of this article shall not affect any rights or obligations then existing. If any indemnification payment required by this article is not paid by the corporation within 90 days after a written claim has been received by the corporation, the member, director, trustee, officer, or employee may at any time thereafter bring suit against the corporation to recover the unpaid amount and, if successful in whole or in part, such person shall be entitled to be paid also the expense of prosecuting such claim. The corporation may maintain insurance, at its own expense, to protect itself and any such person against any such liability, cost, or expense, whether or not the corporation would have the power to indemnify such person against such liability, cost, or expense under the Kentucky Nonprofit Corporation Acts or under this article, but it shall not be obligated to do so. The indemnification provided by this article shall not be deemed exclusive of any other rights which those seeking indemnification may have or hereafter acquire under any bylaw, agreement, statute, vote of members or board of directors, or otherwise. If this article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each such person to the full extent permitted by any applicable portion of this article that shall not have been invalidated or by any other applicable law.

VII.
INCORPORATOR

7.1  The name of the initial incorporator of The Corporation is: 

 

Mary Anne Squires, Versailles, Kentucky

            These First Amended and Restated Articles of Incorporation were adopted at a meeting of the Board of Directors by the affirmative vote of a majority of directors in office.
            These First Amended and Restated Articles of Incorporation correctly set forth the provisions of The Foundation’s articles of incorporation as theretofore amended, and they have been duly adopted as required by law, and they supersede The Foundation’s original articles of incorporation and all amendments thereto.

View Articles of Incorporation actual document.

 

Copyright © 2007 Kentucky State Parks Foundation
All rights reserved.