KRS 279.070: Bylaws -- Adoption and contents.

(1) The incorporators of each corporation organized under this chapter shall adopt for

its management bylaws not inconsistent with the powers granted by this chapter.

The written consent of a majority of the incorporators, evidenced by their signatures

to the bylaws adopted, shall be necessary to the adoption of bylaws. The bylaws

may be amended by a majority vote of the board of directors.

(2) The bylaws may provide for any or all of the following matters:

(a) The time, place and manner of calling and conduc ting meetings of the

members.

(b) The number of members constituting a quorum.

(c) The right of members to vote by proxy or by mail, or both, and the conditions,

manner, form and effect of such votes.

(d) The number of directors constituting a quorum.

(e) The qualifications, compensation, powers, duties and term of office of

directors and officers, the time of their election and the manner of giving

notice thereof.

(f) An executive committee and the allotment to that committee of any or all of

the func tions and powers of the board of directors, subject to the general

direction and control of the board.

(g) The amount of entrance, organization and membership fees, if any, the

manner of collecting them and the purposes for which they may be used.

(h) The qualifications of members of the corporation and the conditions precedent

to membership; the time and manner of permitting members to withdraw; the

manner of assignment or transfer of the interest of a member; the conditions

upon which and the time when membership of any member shall cease; the

suspension of the rights of a member when he ceases to be eligible to

membership in the corporation; the manner and effect of the expulsion of a

member; the manner of determining the value of a member's interest an d

provision for its purchase by the corporation upon the death or withdrawal of a

member or upon his expulsion or forfeiture of membership or, at the option of

the corporation, the purchase of the member's interest at a price fixed by

appraisal by the boar d. The bylaws may provide that in case of the forced

withdrawal or expulsion of a member the board shall equitably appraise his

property interest in the corporation and shall at its option fix the amount

thereof in money or other property, which shall be p aid to him within one (1)

year after his expulsion or withdrawal.

(i) Penalties for violation of the bylaws.

(j) Any other matter relating to the operation or management of the corporation

and not inconsistent with law or with the articles of incorporation.