WAYNE COUNTY HISTORICAL SOCIETY, INC.
MONTICELLO, KENTUCKY

ARTICLES OF INCORPORATION

WAYNE CO. HISTORICAL SOC. INC.ORIGINAL COPY
O ART. OF INCORP.FILED AND RECORDED
SECRETARY OF STATE OF KENTUCKY
FRANKFORT KENTUCKY
JUN 01 1977
(Drexell R. Davis Jr.)
SECRETARY OF STATE

ARTICLES OF INCORPORATION
OF
WAYNECOUNTY HISTORICAL SOCIETY, INC.

KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a non-profit corporation under the law of the State of Kentucky, and to that end do hereby adopt articles of incorporation as follows:

ARTICLE I

The name of this society shall be the WAYNE COUNTY HISTORICAL SOCIETY, INC., and by such name it shall be known as a body corporate and its duration shall be perpetual.

ARTICLE II

The address of the registered office of the corporation, and its principal place of business shall be Hickory Hill Drive, Monticello, Kentucky.The name of the resident agent of the corporation is Elizabeth F. Duncan.The address of the resident agent is Hickory Hill Drive, Monticello, Kentucky.

ARTICLE III

The purpose of this society shall be to accumulate material relative to the history of our county; to collect books, pamphlets, maps, and artifacts for the purpose of establishing a reference library and museum for the use of the community and tourists alike; to preserve and to encourage others to preserve valuable historic buildings and monuments; to mark sites involved in community history; and to share the knowledge gained in these pursuits through publications, programs and involvement in the Kentucky Historical Society program.

ARTICLE IV

The board of directors shall consist of seven active members of the society.The incorporators whose names are subscribed hereto shall elect from their number four directors who shall serve for one year, and three directors who shall serve for two years, or until their successors are elected and qualified at the annual meeting to be held on the second Tuesday in April, 1978.At the said time the successors in office of the directors whose terms expire shall be elected by the members of this society as then constituted for such time and manner as may be provided by the by-laws of the society.Any vacancy that shall occur in the said Board of Directors by death or resignation shall be filled by the remaining directors for such time as the director who has vacated the office would have held, unless the society shall by a by-law adopted at a regular meeting thereof by a three-fourths vote of all active members thereof provide a different way of filling vacancies.

ARTICLE V

The membership of this society shall consist of such persons interested in its objectives as shall be provided by the by-laws adopted by the majority of the incorporators, whose names are subscribed hereto, and these by-laws may be amended by the active members of the society at any regular meeting of the society following the meeting at which amendment is proposed and filed in writing.There shall be several classes of membership as specified by the by-laws.

ARTICLE VI

The corporation shall not have or issue shares of stock and it shall pay no dividends or pecuniary profits whatever to its organizers or members, although it may confer benefits upon members in conformity with its purpose and the law.

ARTICLE VII

The corporation shall have the power to acquire real estate and other property, to sue and be sued in its corporate name, to have a seal and to do any and all things authorized by corporations organized under the statutes of Kentucky of a similar nature.

ARTICLE VIII

The names and addresses of the directors who are to serve until the first annual meeting are:

MARTHA W. PHILLIPS
Hickory Hill Drive, Monticello, Ky.		 BESS D. STOKES
705 Ridgewood Ave.
Monticello,Ky.
MATILDA P. RANKIN
605 Kindrick Ave., Monticello, Ky.		 PROCTOR C. RANKIN
107 E. Columbia Ave, Monticello, Ky.
ELIZABETH F. DUNCAN
Hickory Hill Drive, Monticello, Ky.		 GRACE BROWN
N. Highway 90, Monticello, Ky.
BENNIE F. COFFEY,SR.,
Coffey Mountain Rd., Monticello, Ky.

ARTICLE IX

The names of the persons who are to be subscribers to the articles and who are to be members of the corporation upon organization

MARTHA W. PHILLIPS
Hickory Hill Drive, Monticello, Ky.		 BESS D. STOKES
705 Ridgewood Ave.
Monticello,Ky.
MATILDA P. RANKIN
605 Kindrick Ave., Monticello, Ky.		 PROCTOR C. RANKIN
107 E. Columbia Ave, Monticello, Ky.
ELIZABETH F. DUNCAN
Hickory Hill Drive, Monticello, Ky.		 GRACE BROWN
N. Highway 90, Monticello, Ky.
BENNIE F. COFFEY,SR.,
Coffey Mountain Rd., Monticello, Ky.

ARTICLE X

Any property that may be acquired by the society by donation or purchase shall be managed by its board of directors, but no indebtedness shall be incurred by the action of the said board without the approval of a two-thirds vote of all the active members of the society at a regular meeting thereof.

ARTICLE XI

The private property of the incorporators and of the members of the society shall not be subject to the payment of the corporate debts of the society.

ARTICLE XII

The board of directors may adopt such rules and by-laws for the management of the business affairs of said society as they may deem best for the accomplishments of its purposes which are not inconsistent with these articles of incorporation or with the by-laws of said society in existence at such time.

By-laws can be amended only at a regular meeting after the amendment proposing any change or repeal of any section has been submitted in writing to a meeting of the society.

In witness whereof, the incorporators have hereunto subscribed their names this _______ day of MAY, 1977.

(Martha W. Phillips)
(Matilda P. Rankin)
(Elizabeth F. Duncan)
(Bess D. Stokes)
(Bennie B. Coffey, Sr.)
(Proctor C. Rankin)
(Grace B. Brown)
State of Kentucky
County of Wayne

Personally came before me this__7__day of May, 1977 the above named Martha W. Phillips, Matilda P. Rankin, Elizabeth F. Duncan, Bennie B. Coffey, Sr., Bess D. Stokes, Proctor C. Rankin and Grace Brown to me known, who executed the foregoing instrument in my presence and acknowledged the same to be their free act and deed.

(Glenda Lair Stringer)
Notary Public
My Commission expires August 6, 1977.
This instrument prepared by:
Elizabeth F. Duncan
STATE OF KENTUCKY
COUNTY OF WAYNESS
I, Robert A, Parrigin, Clerk of the Wayne County Court, certify that on the 18 day of June, 1977 at ___A.M.-P.M. the foregoing Art, of Incorp. was produced to me certified as above and lodged for record.Whereupon I have recorded the same, together with this certification this 16 day of Jan. 1978 in Book No. _4_, Page 596
Attest:Robert A. Parrigin, Clerk
By: __(D.W.)______ D.C.

 (Items in parentheses are handwritten on the original.)
(ID # 61-102-0324)
(FORM 1023, Pa 1, Part II)

ARTICLES OF AMENDMENT

RECEIVED AND FILED
DATE _AUG 29 1989__OF
TIME _8:20 A.M.______
AMOUNT$8:00______ARTICLES OF INCORPORATION
BREMER EHRLER
SECRETARY OF STATEOF
COMMONWEALTH OF KENTUCKYWAYNE COUNTY HISTORICAL SOCIETY,INC
____(ACH)__________________
KNOW ALL MEN BY THESE PRESENTS:
NAME OF CORPORATION:WAYNE COUNTY HISTORICAL SOCIETY, INC.
THAT WHEREAS, Wayne County Historical Society, Inc. is a non-profit corporation, organized and existing under the laws of Kentucky, and,
WHEREAS, on the 18th day of April 1989, at its Regular Annual Membership Meeting, held at Monticello, Kentucky with a quoram (sic) of members present, and with two-thirds of the members present entitled to vote, voting in the affirmative, the following Articles of Amendment to the original Articles of Incorporation of Wayne County Historical Society, Inc. identified as additional Articles XIII, XIV, and XV, were duly adopted, to-wit:

ARTICLE XIII:

No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payment and distribution in furtherance of its purpose.

ARTICLE XIV:

No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene (including the publishing or distribution of statements) to any political campaign on behalf of any candidate for public office, notwithstanding any any (sic) other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on:

(a) By a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code 1954 (or corresponding provisions of any further United States Internal Revenue Law.)

(b)By a corporation, contributions to which are deductable under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law.)

ARTICLE XV:

Upon dissolution of the Corporation, the Board of Directors, shall after paying and making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the corporation, exclusively for the purposes of the Corporation, in such manner or to such organization or organizations organized and operated exclusively for charitable, education, religious or scientific purposes, as shall at the time qualify as a tax exempt, organization or organizations under section 502 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) as the Board of directors or trustees shall determine.

NOW THEREFORE, we the President and Secretary of Wayne County Historical Society, Inc. pursuant to provisions of applicable law of the Commonwealth of Kentucky, do hereby certify that the Articles of Incorporation of WAYNE COUNTY HISTORICAL, INC., are hereby amended as above set forth.

WITNESSthe hands of the President and Secretary of Wayne County Historical Society, Inc., this/s/28 day of August, 1989.

WAYNE COUNTY HISTORICAL SOCIETY, INC.
By /s/Ina B. Sloan_________ President
& /s/ Christine G. Steele_____ Secretary
I, /s/ Virginia Burke ______ Notary Public do certify that on this /s/ 28 day of August, 1989, personally appeared before me INA B. SLOAN, who being first duly sowrn (sic), declared that she is the President of Wayne County Historical Society; Inc., and that she signed the foregoing document as President of the corporation and that the statements therein contained are true.

My Comm. Expires:
/s/11/21/89_____/s/ Virginia Burke_______________________
NOTARY PUBLIC
WAYNE COUNTY; KENTUCKY
DOCUMENT PREPARED BY:
/s/Van F. Phillips
PHILLIPS, PHILLIPS & HULL
ATTORNEYS AT LAW
P.O. BOX 391
MONTICELLO, KENTUCKY 42633