THE CUPPS MINISTRIES, INC
90 Happy Hollow Rd,
Williamsburg, Kentucky 40769
In Loving memory of Mr. Ward Correll
HOMEBylaws of The Cupps Ministries, Inc - Page 5
4.05 Board of Directors Meetings.
(a) Place of Meetings. Meetings of the board of directors, regular or special, shall be held in the State of Kentucky.
(b) Annual Meeting. The annual meeting of the Board of Directors for the election of directors and such other business as may properly be brought before the meeting shall take place in the month of January of each year. This annual meeting shall be held at such a date, time, and place within the State of Kentucky as shall be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
(c) Regular Meetings. The board of directors shall have a minimum of two (2) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon ten (10) days’ notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours’ notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
(d) Special Meetings. Special meetings of the board of directors may be called by the president, or by a majority of the directors then in office at that time. Should the majority of directors request a special called meeting of the board, then they must submit a written request unto the secretary. The request shall bear the signatures of the directors that have requested the meeting. The secretary shall give notice of a “Special Called Board Meeting” to each director at least ten (10) days before the meeting, which shall have of the date, time, and place, but not the purpose of the meeting.
(e) Waiver of Notice. Any director may waive notice of any meeting, in accordance with Kentucky law.
4.06 Manner of Acting.
(a) Quorum. At all meetings of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the board of directors. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. No business shall be considered by the board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
(c) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president in their presence shall have the power to swing the vote based on his/her discretion.
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