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BYLAWS OF ROUSSEAU ASSOCIATION, INC.

ARTICLE I

MEMBERSHIP

The corporation shall have no membership. The directors shall have sole voting power.

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers . The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2. Election, Number and Tenure . The Board of Directors shall consist of not less than three (3) persons and not more than nine (9) persons. Ex-officio members shall not be included in the calculation of the aforesaid limits. The number of Directors may be increased by amendment to these Bylaws provided that no decrease in number shall have the effect of shortening the terms of any incumbent Director.

The Directors shall be elected annually at the annual regular meeting and shall serve for a term of one (1) year and until their successors are duly elected and qualified. During this term, any Director elected to the Board by virtue of amendment to these Bylaws increasing the number of Directors shall serve until the term of the original Director has expired.

Section 3. Regular Meetings . The annual regular meeting of the Board of Directors shall be held at some time during the month of July for the transaction of such business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Kentucky, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, a majority of the Executive Committee, or a majority of the Board.

Section 5. Place of Meeting . The Board of Directors may designate any place, either within or without the State of Kentucky, as the place of meeting for any annual meeting or any special meeting called by the Board of Directors. If no designation is made for any annual or special meeting called by the Board of Directors or a special meeting is called by the President, Executive Committee or majority of the Board, the place of meeting shall be the registered office of the corporation in the State of Kentucky.

Section 6. Notice. Notice of any meeting shall be given at least five (5) days previous thereto by written notice delivered by mail to each Director at his last known address. Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his last known address as it appears on the records of the corporation, with postage thereon prepaid. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of Directors fixed by the last election shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Once a quorum has been reached at a given meeting, a quorum will be deemed present regardless of the departure of any Board member from any such meeting.

Section 8. Manner of Acting . The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director entitled to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any unfilled term on the Board of Directors resulting from the failure of the Directors to elect the number of Directors required by these Bylaws shall not be deemed a vacancy to be filled in accordance with this provision.

Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of the Directors or at a special meeting of the Directors called for that purpose.

Section 10. Compensation . Directors shall not be compensated for their service on the Board, but may, by resolution of the Board, be paid for their reasonable expenses, if any, of attendance at each meeting of the Board.

Section 11. Removal. Any Director who has three (3) consecutive absences from regular or special meetings of the Board of Directors shall, upon the third (3rd) consecutive absence, be removed from the Board of Directors. Any Director who has five (5) absences from regular or special meetings of the Board of Directors during the period September through August shall not he recommended for re-nomination to the Board of Directors for the next such period. Any Director has the right to petition the Executive Committee for reinstatement.

Section 12. Leave of Absence . The Board of Directors, at its discretion, shall have the right to approve a leave of absence for any Director.

ARTICLE III

OFFICERS

Section I. Number . The officers of the corporation shall be President, Vice President, Secretary, Treasurer, Program Chairperson, and Publications Director. The Board may appoint an Assistant Secretary and Assistant Treasurer and such other officers and agents as it should deem necessary who shall have authority and shall perform such duties as from time to time shall be assigned by the Board of Directors.

Section 2. Election and Term of Office. The Officers to be elected by the Board of Directors of Directors shall be elected annually by the Board at the first meeting of the Board held after each annual meeting of the Board of Directors. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal . Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby. Removal shall be by majority vote of the Board present at the meeting where the removal issue is presented.

Section 4. Vacancies. A vacancy in any office because of death. resignation, removal, disqualification or otherwise may be filled by the Board of Directors set for the unexpired portion of the term at any regular or special meeting of the Board.

Section 5. Duties . The President shall preside at all meetings of Directors, and perform generally all duties usually incident to such office, and such other and further duties as may be from time to time required of him by Directors.

The Vice President shall perform all the duties of the President in case of the latter's absence or disability.

The Secretary-Treasurer shall keep an accurate record of all decisions of the Directors, give all notices required by law and all notices provided by the Bylaws of the corporation, keep the proper secretary's book and properly record therein all minutes of Directors' meetings, and all other matters as shall be proper and necessary. The Secretary-Treasurer shall receive and safely keep all monies, rights and choses in action belonging to the corporation, and shall disburse same under the direction of and to the satisfaction of the Board of Directors. He or she shall make and retain proper vouchers for all the finances of the corporation on the books of the corporation prepared and furnished for that purpose, and shall open all books and records for inspection and examination by the Board of Directors. He or she shall render an account of the standing of the corporation at the annual meeting of the Directors and at such other times as the Directors may require and perform all such other duties as may be required of him by the President or Board of Directors and at the expiration of his term he shall deliver all books, papers, monies, property and rights of the corporation in his hands to his successor in office or to the President.

The Program Chairperson shall perform such duties as may be required of him by the President or Board of Directors.

The Publications Director shall perform such duties as may be required of him by the President or Board of Directors.

ARTICLE IV

COMMITTEES

Each year following the election of Directors and Officers, the President shall appoint an Executive Committee, to be composed of the President, Vice President, and Secretary-Treasurer, which shall have and exercise all authority of the Board; provided, however, that any action of the Executive Committee may be nullified by the full Board at any regular meeting or special meeting called for that purpose. A majority of the members of the Executive Committee present shall constitute a quorum for the transaction of business at any meeting of the Executive Committee. The use of proxies is not authorized. The President may invite the corporation's legal counsel, accountants or others to attend meetings of the Executive Committee or the Board of Directors.

The Executive Committee may from time to time, by appropriate resolution, designate one or more additional committees but such committee(s) shall be for advisory purposes only and shall be inferior in every respect to the Executive Committee. The President shall appoint the members of such committee(s). An individual may be removed from any such committee by a majority vote of the Executive Committee whenever in the Executive Committee's judgment the best interests of the corporation would be served whereby.

Except as provided in the Bylaws, no committee, Executive or otherwise, shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws: electing, appointing or removing any member of any such committee or any Director or Officer of the corporation; amending the Articles of Incorporation, restating Articles of Incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.

The designation or appointment of the Executive Committee or any other committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

ARTICLE V

SHARES OF STOCK AND DIVIDEND PROHIBITED

The corporation shall not have or issue shares of stock. No dividends shall be paid and no part of the income or profit of the corporation shall be distributed to its Directors or Officers.

ARTICLE VI

COMPENSATION

No compensation shall be paid to Directors or Officers of the corporation, with the exception of the President, for their services to the corporation. However, said Directors and Officers, and other employees of the corporation, shall be reimbursed by the corporation for reasonable expenses incurred by said in the performance of their duties for the corporation.

The President and all full-time, seasonal or part-time employees of the corporation may receive reasonable compensation for services rendered to the corporation, such compensation to be approved by the Board of Directors. 

ARTICLE VII 

LOANS TO DIRECTORS, OFFICERS AND EMPLOYEES PROHIBITED

No loans shall be made by the corporation to its Directors, Officers and employees. Any such person who assents or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.

ARTICLE VIII

DISTRIBUTION UPON LIQUIDATION OR DISSOLUTION

Upon dissolution or final liquidation of the corporation, the assets of the corporation shall be applied and distributed as follows:

(a) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefore;

(b) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred or conveyed in accordance with such requirements;

(c) Any remaining assets shall be disposed of exclusively for the purpose of the corporation in such manner, or to such organization or organizations, organized and adopted exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine.

(d) No distribution shall be made to any Director, Officer, or employee of the corporation.

ARTICLE IX

FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of October and end on the 30th day of September each year.

ARTICLE X

CHARITABLE CONTRIBUTIONS

It is the desire of the corporation to make charitable contributions to domestic and/or foreign corporations, societies and/or organizations, as defined in Section 170(c) of the Internal Revenue Code, when such contributions may be made without undermining the corporation's ability to effectively carry out its lawful purposes.

The Board of Directors shall retain a certified public accountant to review the corporation's books and financial statements following the conclusion of each fiscal year and to prepare unaudited financial statements. The Board of Directors may, from time to time, at its discretion, instruct the corporation's certified public accountant to prepare audited financial statements. Upon completion of the financial statements, whether audited or unaudited, for each fiscal year, the President shall convene a special meeting of the Directors for the purpose of reviewing the audit and affairs of the corporation and determining if the corporation is able to make a charitable contribution in accordance with this Article. No such contribution shall be made without the approval of the Board of Directors.

ARTICLE XI 

WAIVER OF NOTICE

Whenever any notice is required to be given to any Director of the corporation under the provisions of these Bylaws or under the Articles of Incorporation or by statute, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII 

ACTION BY DIRECTORS WITHOUT A MEETING

Any action required to be taken at a meeting of the Directors of the corporation, or any action which may be taken at a meeting of the Directors. may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with the Secretary of State.

ARTICLE XIII

INDEMNIFICATION

Any person who was or is a party, or has threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a Director, Officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by this corporation against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suitor proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the corporation, and, with respect to any criminal action or proceeding, has reasonable cause to believe that his conduct was unlawful.

Any person who was or is a party or has threatened to be made a party to any threatened, pending or completed action or suit tiled or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a Director. Officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director. Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by this corporation against expenses (including attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in. or not opposed to. the best interests of the corporation and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which such court shall deem proper.

The indemnification provided for in this Article may be made only upon specific authority of the Board of Directors.

ARTICLE XIV 

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular meeting or special meeting called for that purpose of the Board of Directors.

CERTIFICATION OF ADOPTION

I, Laurence Cooper, corporate secretary of Rousseau Association, Inc., certify that the foregoing Bylaws were approved and ratified by the Board of Directors at a duly called and noticed meeting on ______________, 2004.

Dated: _________________________, 2004.

_________________________________

Secretary

 

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