THE CUPPS MINISTRIES, INC
90 Happy Hollow Rd,
Williamsburg, Kentucky 40769
In Loving memory of Mr. Ward Correll

Bylaws of The Cupps Ministries, Inc - Page 6

(d) Participation.  Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

4.07 Vacancies

The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
(a)Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.

4.08 Removal of Directors

A director may be removed by two-thirds vote of the board of directors then in office, if any of the following apply to him/her.

(a)  The director is absent and unexcused from two or more meetings of the board of directors in a twelve-month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from a board meeting attendance and in that case, the board secretary or treasurer shall excuse the president. 

(b)  A director may be removed from office as per the corporation by-laws, if that director does not agree and abide by these by-laws, or that director tries to change the original purpose of this corporation by diluting its morals and religious values. 

(c)  The director does no longer meet the qualifications listed in these by-laws.

(d)  Any meeting of the board at which a vote on the removal of a director will be made, the director in question shall be given a thirty (30) days electronic or written notice of the board’s intention to discuss her/his case. The director in question shall be given the opportunity to be heard at the meeting before the board’s decision is made. A copy of the email, fax, or letter with the date appearing on the notice shall be filed with the corporation’s minutes. If the director in question does not respond to the notification within the thirty (30) day period, the board meeting shall still take place and the directors can vote to keep or remove him/her. However, if the director in question responds to the notice, but cannot attend the meeting on that scheduled date, the board president is empowered to excuse that director from attendance for a reason deemed adequate by the board president and a rescheduled meeting shall take place within the next fourteen (14) days thereafter. If the president is the director in question, he shall not have the power to excuse himself/herself from the board meeting in this case, the board secretary or treasurer shall excuse the president and reschedule the meeting thereof.

(6)
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