KRS 171.311: Kentucky Historical Society.

The Kentucky Historical Society created by Acts 1880, ch. 244, shall have all the powers

and liabilities of a corporation and there is hereby granted to the society the following

charter:

I

The Kentucky Historical Society shall educate and engage the public through

Kentucky history in order to confront the issues of the future. To that end, the society

shall collect, maintain, and preserve authentic records, information, and artifacts

connected with the history of the Commonwealth and the genealogy of her peoples; and

promote a wider appreciation of the American heritage, with particular emphasis on the

advancement and dissemination of knowledge of the history of Kentucky. The society

may receive and hold by donation or devise, real or personal property to any extent and

may, by gift, loan, purchase, or otherwise hold books, papers, documents, historical

memorials, and any other articles suited to promote the objects of the society in the

Thomas D. Clark Center for Kentucky History, the Old State Capitol Building, or the

Kentucky Military History Museum, but all such property shall be held in trust for the

Commonwealth of Kentucky according to the terms of acceptance.

II

All persons, partnerships, corporations, or associations who shall evidence their

dedication to the promotion of the objects and purposes of the society may become active

members thereof upon their approval under regulations prescribed by the governing board

and the payment of annual dues in a sum determined by the governing board. The

governing board may determine classes of memberships and establish respective rates of

dues. Every member in good standing, including the authorized representative of an

institutional member, shall have the right to vote in person or by proxy, hold office, and

otherwise take part in the proceedings of the society. Membership may be terminated by

resignation or nonpayment of dues.

III

The officers of the society shall be a chancellor, who shall be the Governor of the

Commonwealth of Kentucky, a president, first, second, and third vice presidents, who

shall be ex officio members of the governing board. All officers, except the chancellor,

shall be elected for a term of one (1) year at the annual meeting of the society in a manner

provided by law, and the president shall be ineligible to succeed himself if he has be en

elected for two (2) successive terms.

IV

There is hereby created a governing board which shall consist of sixteen (16)

members, the officers of the society, and one (1) person designate d annually by the State

Archives and Records Commission. The sixteen (16) members of the governing board

shall be divided into four (4) equal classes, so arranged that the terms of one (1) class

shall expire at each annual meeting of the society. The class whose term expires shall be

ineligible to succeed itself.

V

The governing board shall execute all the powers and duties conferred on the

society, except those expressly delegated to the o fficers. It shall adopt bylaws at any

regular or special meeting. It shall supervise and direct the financial concerns of the

society, approve an annual budget and provide for and fix the salaries of employees,

subject to the approval of the Personnel Cabi net. It shall provide for reimbursement of

travel expenses of employees and may provide for reimbursement of expenses of officers

and members of the governing board incurred in performing specific duties assigned to

them. It shall appoint an executive dire ctor, who shall be the operating management

officer of the society under the direction of the president and policies established by the

governing board, and a deputy director, who shall assume the duties of the executive

director in his absence and perform such other duties as may be assigned to him by the

executive director. It shall establish and prescribe the duties of such other positions as are

necessary to operate the society, and all persons engaged to fill such positions shall be

employed by the executive director, subject to the approval of the governing board, which

approval shall constitute exemption from KRS 18A.005 to 18A.200, and their work shall

be under the executive director's supervision.

The governing board shall provide for the publicati on or preservation of historical

documents and manuscripts; publish, including by electronic means, an edition to be

known as the "Register"; provide by contract, subject to the approval of the Finance and

Administration Cabinet, for all the printing, publ ication, and distribution of, including by

electronic means, reports, books, and other publications calculated to promote and

advance the historical interest of Kentucky and augment the society's various collections

at all times. It shall supervise and dir ect the ordinary affairs of the society; appoint a

nominating committee; and determine other necessary committees of which the president

and the executive director of the society shall be ex officio members. The governing

board shall cooperate with, provid e assistance to, and coordinate its functions with those

of the state Archives and Records Commission. It may designate honorary members of

the society and it shall have the power to fill any vacancies until the next annual meeting,

including those occurring within its own membership.

VI

The governing board shall hold regular meetings in January, April, July, and

October. Matters to be determined and discussed at meetings shall be furnish ed to the

executive director at least ten (10) days prior to meetings in order that he may prepare and

distribute an agenda to each member of the governing board at least three (3) days before

the meeting. Special meetings shall be held at the request of t he president or any three (3)

members of the governing board, in which case the executive director shall give written

notice together with the agenda of the meeting at least ten (10) days in advance. In an

emergency, nine (9) members of the committee may waive the provision of notice.

VII

The regular annual meeting of the society shall be held on the first Friday after t he

first Monday in November. The meeting shall be open to all members. Special meetings

may be called in Frankfort or elsewhere by the president or a majority of the governing

board or by the executive director upon the written request of twenty (20) members of the

society. Members shall have fifteen (15) days written notice of the time, place, and

subject of the meeting.

VIII

Twenty-five (25) members shall constitute a quorum for the tra nsaction of all

business at any meeting of the society, and one -third (1/3) of the membership of the

governing board shall constitute a quorum at their respective meetings.

IX

The Chancellor of the Society, at his discretion, may preside at any meeting of the

society or the governing board, or he may participate otherwise in any meetings.

X

The president of the socie ty shall be the chief executive officer of the society and

shall preside over meetings of the society or the governing board in the absence of the

chancellor or at his request. He shall recommend the appointment of all necessary or

desirable committees and he shall name persons to comprise committees, except the

nominating committee.

XI

The vice presidents of the society shall preside in the absence of their successive

superiors in offi ce at all meetings of the society and the governing board. They shall

attend all regular and special meetings of the society and the governing board and

endeavor to familiarize themselves with the conduct and operations of the affairs of the

society. They shall aid and assist the president in the performance of his duties, counsel

and advise the governing board, and endeavor at all times to advance and promote the

public interest in the history of Kentucky and its people.

XII

Nominations to membership on the governing board and to the offices of president,

first vice president, second vice president, and third vice president shall be made by a

nominating committee or by any member present at the regular annual meeting. The

nominating committee shall consist of five (5) members, shall be appointed at the first

regular meeting of the governing board after the annual meeting of the society and shall

consider candidates to fill vacancies in th e governing board and offices which will occur

at the subsequent annual meeting. The nominating committee shall meet forty -five (45)

days prior to the annual meeting and nominate candidates to fill vacancies on the

governing board and at least one (1) cand idate for the office of president, first vice

president, second vice president, and third vice president, and file same with the

president. Upon the call for the election of officers, the president shall promptly report the

nomination by the nominating committee together with all other nominations. When more

than the required number of candidates have been nominated for membership on the

governing board or more than one (1) candidate for the offices to be filled, the president

shall call for an election by the vote of those present, together with the number of votes

cast by proxy, and a plurality of all votes cast shall be sufficient to elect. Where no vote

count is required, the president shall cast one (1) vote for each candidate and he or she

shall be declared elected.

XIII

This charter may be amended by a two-thirds (2/3) vote of the members present and

voting at any regular meeting or at any special meeting of the society called for th e

purpose, provided that written notice containing the substance of the proposed

amendments shall have been distributed by mail or electronically to members not less

than thirty (30) days in advance of such meeting and the same approved as an amendment

by the first General Assembly, meeting after the action of the society.