Section 4: In the event of death, resignation, disqualification or removal of any director

or officer during their term of office, the remaining directors by a majority vote may elect

a successor to fill the un-expired term of said directors.

Section 5:An officer or director must be a resident of the State of Kentucky and during

his term of office, if his residency should move to without the State of Kentucky, the

Board or Directors shall declare that a vacancy exists in said office.

Section 6: The Board of Directors may from time to time by majority vote, appoint an

executive committee to whom are delegated full authority and powers of the Board to

act on their behalf in conducting business of and for the Association.

Section 7:Any Director, who without proper excuse, as determined by a majority vote

of the Board of Directors misses two successive meetings of the Board of Directors, shall be

disqualified. The Board may upon disqualification proceed to fill the vacant position. The

Disposed member shall retain all membership privileges in the Association.

Article V

Officers

Section 1: The officers of the Association shall be President, Vice-President, Secretary-

Treasurer or a Secretary and a Treasurer, all of whom shall be elected by the Board of

Directors immediately following the annual meeting of the members for a term of one

year or until their successors are duly elected and qualified. The President, Vice-

President, and Secretary-Treasurer, or the Secretary and the Treasurer, may be any

Qualified Active Member even though they are not on the Board of Directors. If so

elected, they shall become members of the Board.

An assistant to the Secretary-Treasurer, or the Secretary, or Treasurer, may be hired or

elected by the Board of Directors. The salary and any other consideration paid to any

officer or agent of the association shall be determined by the Board of Directors. Section 2:

(A) The President shall preside at all Director and member meetings. In the case

of the absence or disability of the President, the Vice President shall become

the chief executive officer and shall sign all documents and instruments on

behalf of the Association except when such authority shall be delegated to

another by the Board of Directors.

(B) The President shall appoint such committees as he may desire and those

authorized and directed by the Board of Directors, and he shall be a voting

ex-office member of each committee.

(C) The Vice-President in the absence of the President, death, disqualification or

resignation, shall serve as acting President and have the same power and

duties.

(D) The Secretary-Treasurer or the Secretary, shall be responsible for keeping and

preserving the minutes of all meetings of the association and the Board of

Directors.

(E) The Secretary-Treasurer or Treasurer, shall be responsible for recording all

funds, receipts and disbursements of the Association.

(F) The Secretary-Treasurer or Secretary and Treasurer shall provide full disclosure of all Association activities at all meetings of the Association and

Directors including but not limited to minutes of previous meetings and cur

rent balances of all accounts.

(G) The Secretary-Treasurer, Treasurer or others authorized by the Board to

handle funds shall be bonded for an amount determined by the Board of

Directors and shall provide all records of receipts disbursements and bank

transactions to an auditing committee appointed by the Board of Directors for

an annual audit.

(H) The Secretary-Treasurer or Secretary shall be responsible for submitting all

forms and reports require for the associations corporate identity.

Article VI

Finances

Section 1: The funds of the Association shall be deposited in such bank(s), trust

company or savings and loans association as the Board of Directors may designate by

resolution and said Board Directors may authorize any one or more officers as agents.

Section 2:

(A) The books of account and records of the Association shall be kept on an annual

basis, opening on January 1st and closing on December 31st of each year.

Article VII

Amendments to the By-Laws

Amendments to the By-Laws may be made by a two-thirds vote by the Directors and

any regular or special meeting provided that written notice of the proposed amendments

has been provided to members of the Association.

KENTUCKY CHAROLAIS ASSOCIATION