KRS § 272.131 — KY Code / Title XXIII / Chapter 272 / Section 272.131
272.131 Articles of association, contents -- Filing effect
Status: repealed

272.131 Articles of association, contents -- Filing effect.

(1) The articles of incorporation of each association shall state:

(a) The name of the association that satisfies KRS 14A.3-010;

(b) The purposes for which it is formed;

(c) The place where its principal business will be transacted;

(d) The period of duration, which may be perpetual. When the articles of

incorporation fail to state the period of duration, it shall be considered

perpetual. Any association heretofore or hereafter organized for a period less

than perpetual, may, by amendment to its articles of incorporation, extend the

period of its duration for a specified period or perpetually;

(e) The names and addresses, not less than five (5), of those who are to serve as

directors for the first term or until the election of their successors;

(f) If organized without capital stock, whether the property rights and interest of

each member shall be equal or unequal; and if unequal, the articles shall set

forth the general rules applicable to all members by which the property rights

and interests, respectively, of each member shall be determined and fixed; and

the association shall have the power to admit new members who shall be

entitled to share in the property of the association with the old members in

accordance with the general rules. These provisions of the articles of

incorporation shall not be altered, amended, or repealed except by the

affirmative vote of not less than two-thirds (2/3) of the votes entitled to be

cast by members present in person, or by proxy, if permitted by the bylaws,

and voting thereon at any regular or special meeting; and

(g) If organized with capital stock, the authorized amount of the stock and the

number of shares into which it is divided and the par value thereof. Capital

stock may be divided into preferred and common stock. The articles of

incorporation must contain a statement of the number of shares of stock to

which preference is granted and the number of shares of stock to which no

preference is granted and the nature and extent of the preference and the

privileges granted to each. No specific amount of the capital stock authorized

is required to be subscribed before the association may transact business with

other than its members; the board may determine the amount of capital stock

to be issued as the business of the association may justify or demand, from

time to time, within the amount of the total authorization.

(2) The articles of incorporation may contain any provision consistent with law with

respect to management, regulation, government, financing, indebtedness,

membership, the establishment of voting districts and the election of delegates for

representative purposes, the issuance, retirement and transfer of its stock, if formed

with capital stock, or any provisions relative to the way or manner in which it shall

operate with respect to its members, officers, or directors, and any other provisions

relating to its affairs; but nothing set forth in this section shall be construed as

limiting any of the rights or powers otherwise given to such associations.

(3) The articles of incorporation must be subscribed by the incorporators and

acknowledged by one (1) of them before an officer authorized by the laws of this

state to take and certify acknowledgments of deeds and conveyances; and shall be

filed and recorded in accordance with the statute relating to corporations generally;

and when so filed, the articles of incorporation, or certified copies thereof, shall be

received in all the courts of this state, and other places, as prima facie evidence of

the facts contained therein, and of the due incorporation of the association. A copy

of the articles of incorporation, indorsed by the Secretary of State with the fact and

time of recording in his office, shall be filed with the dean of the College of

Agriculture of the University of Kentucky and with the Commissioner of the

Department of Agriculture.