272.131 Articles of association, contents -- Filing effect.
647 words·~3 min read·
/ky/chapter-272/272-131A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(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incorporation shall not be altered, amended, or repealed except by the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.