KRS 273.187: Members.

(1) A corporation may have one (1) or more classes of members or may have no

members. If the corporation has one (1) or more classes of members, the

designation of such class or classes, the manner of election or appointment and the

qualifications and rights o f the members of each class shall be set forth in the

articles of incorporation or the bylaws. If the corporation has no members, that fact

shall be set forth in the articles of incorporation or the bylaws. A corporation may

issue certificates evidencing membership therein.

(2) Unless otherwise provided in the articles of incorporation, a director, officer,

employee, or member of a corporation shall not be personally liable for the acts or

debts of the corporation, except that the member may become personal ly liable by

reason of his or her own acts or conduct.