Title XXIII, Private Corporations and Associations

(1) If the board of directors is authorized to determine the place of an annual or special meeting of members, the board of directors, in its sole discretion, may determine that the meeting shall not be held at any place but shall instead be held solely by means of remote communi…

Unless otherwise provided in the articles of incorporation or the bylaws, notice stating the place, day and hour of meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than thirty- five…

(1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one (…

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, me…

(1) The affairs of a corporation shall be managed by a board of directors. Except as provided in subsection (2) of this section, directors need not be residents of this state or members of the corporation unless the articles of incorporation or the bylaws so require. The articles…

Removal. (1) (a) The board of directors shall consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws, except as to the number of the first board of directors which shall be fixed by the articles o…

(1) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless th…

(1) A director of a nonprofit corporation subject to the provisions of KRS 273.161 to 273.387 shall discharge his duties as a director, including his duties as a member of a committee: (a) In good faith; (b) On an informed basis; and (c) In a manner he honestly believes to be in …

(1) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the arti…

(1) A conflict-of-interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict-of-interest transaction shall not be the subject of equitable relief on the ground of the director's interest in the t…

(1) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one (1) or more committees of the board and appoint directors to serve on the committee or committees. Each committee shall have two (2) or more directors, and…

(1) Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. If the bylaws are silent as to the required notice of a meeting of the board of directors, meetings of the board of direc…

(1) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (2) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors. (…

Each officer shall have the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of o…

(1) An officer of a nonprofit corporation subject to the provisions of KRS 273.161 to 273.387, with discretionary authority, shall discharge his duties under that authority: (a) In good faith; (b) On an informed basis; and (c) In a manner he honestly believes to be in the best in…

Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any,…

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal of…

(1) A corporation shall not have or issue shares of stock. Except as authorized by subsection (2) of this section, no dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers. (2) A corporation may: (a…

No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to 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.

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

(1) The articles of incorporation shall set forth: (a) The name of the corporation that satisfies the requirements of KRS 14A.3- 010; (b) The purpose or purposes for which the corporation is organized; (c) Any provisions, not inconsistent with law, which the incorporators elect t…

The articles of incorporation of a nonprofit corporation subject to the provisions of KRS 273.161 to 273.387 may set forth: (1) A provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of his duties as a director,…

Each document delivered by a domestic or foreign corporation to the Secretary of State for filing shall satisfy the requirements of KRS 14A.2-010 to 14A.2-150.

Upon the filing of articles of incorporation with the Secretary of State, the corporate existence shall begin, and such filing shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation…

(1) Unless a delayed effective date is specified, the corporate existence shall begin when the articles of incorporation are filed with the Secretary of State. (2) The Secretary of State's filing of the articles of incorporation shall be conclusive proof that the incorporators sa…

(1) After the filing of articles of incorporation, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, elec…

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under KRS 273.161 to 273.390.

Amendments to the articles of incorporation shall be made in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of …

A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment that satisfy KRS 14A.2-010 to 14A.2-150 setting forth: (1) The name of the corporation. (2) The amendment so adopted. (3) If there are members entitled to…

(1) A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the following manner: (a) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated articles of inc…

Any two (2) or more domestic corporations or a domestic corporation and a limited liability company may merge into one (1) of such corporations pursuant to a plan of merger approved in the manner provided in KRS 273.161 to 273.390. Each corporation or limited liability company sh…

Any two (2) or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in KRS 273.161 to 273.390. Each corporation shall adopt a plan of consolidation setting forth: (1) The names of the corporations pr…

(1) A plan of merger or consolidation shall be adopted in the following manner: (a) If the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directi…

Upon such approval, articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing and shall set forth: (1) The plan of merger or the plan of consolidation; (2) If the members of any merging or consolidating corporation are entitled to vot…

When a merger or consolidation has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, an…

liability companies. (1) One (1) or more domestic corporations, a domestic corporation and a domestic limited liability company, and one (1) or more foreign corporations of the type that may be organized under KRS 273.161 to 273.390 or KRS Chapter 275 may be merged into one (1) o…

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, i…

A corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be su…

(1) A dissolved corporation shall continue its corporate existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties in accordance with KRS 273.303; …

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor; (2) Assets held by the corporation upon condi…

A plan providing for the distribution of assets, not inconsistent with the provisions of KRS 273.161 to 273.390, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets…

A corporation may, at any time prior to the filing of articles of dissolution with the Secretary of State, revoke the action theretofore taken to dissolve the corporation, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall ado…

(1) At any time after dissolution is authorized and proceedings have not been revoked, articles of dissolution shall be delivered to the Secretary of State for filing and shall set forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) If there are m…

prior corporation -- Effect. The General Assembly finds and declares it to be the public policy of the Commonwealth of Kentucky that each corporation which was refused reinstatement either orally or in writing and subsequently reincorporated as a second corporation may reinstate …

A corporation may be dissolved involuntarily by a decree of the Circuit Court in an action filed by the Attorney General when it is established that: (1) The corporation is guilty of abuse or misuse of its corporate powers, privileges or franchises, or the corporation has become …