(A) The name of the corporation shall be “Hillbilly Days Festival Committee, Inc.” The corporation shall be at all times a nonprofit, no stock public corporation pursuant to the provisions of KRS 273.161 to 273.390, inclusive, for the performance of public, municipal, civic, charitable, and governmental purposes pursuant to Kentucky law.
(B) The duration of the corporation shall be perpetual. The corporation may be dissolved at any time by action of either the City of Pikeville, Pike County Chamber of Commerce or the Pikeville Hillbilly Clan 1, Outhouse 2 acting by and through its legislative body or executive authority; provided that, if at the time of the dissolution there is outstanding indebtedness or obligations of the corporation, such indebtedness or obligation shall be properly discharged or proper provisions shall be made by the corporation for payment. In the event that the corporation is dissolved, title to all of its properties and assets (after provision has first been made for the payment in satisfaction of any indebtedness and liabilities and expenses incidental thereto) shall vest in the City of Pikeville, Pike County, Pike County Chamber of Commerce and Pikeville Hillbilly Clan 1, Outhouse 2 jointly and without any necessity for formal conveyance.
(C) The purpose for which the corporation is organized is exclusively to assist, cooperate and coordinate the organization, planning, administering, forming, financing and licensing of the annual Hillbilly Days Festival in Pike County, Kentucky. In carrying out its corporate purposes, the corporation shall have all the powers enumerated in KRS 273.171.
(D) (1) The address of both the principal and registered office of the corporation in Kentucky shall be the office of the City Clerk of the City of Pikeville in Pikeville, Kentucky, the present street address being 118 College Street, Pikeville, Kentucky 41501, and the present mailing address being 118 College Street, Pikeville, Kentucky 41501.
(2) The registered agent of the corporation shall be the holder from time to time of the public office of City Clerk of the City of Pikeville, the present incumbent and present agent of the corporation being Karen Harris, whose address as such registered agent and City Clerk is Pikeville City Hall, 118 College Street, Pikeville, KY 41501.
(E) Pursuant to the authority of KRS 273.187 the corporation shall not have any members. The corporation shall have no capital stock.
(1) The number of the Directors constituting the corporation’s Board of Directors shall be eight (8) consisting of two (2) members appointed by the City of Pikeville, two (2) members appointed by Pike County, two (2) members appointed by the Pike County Chamber of Commerce, and two (2) members appointed by the Pikeville Hillbilly Clan 1, Outhouse 2.
(2) Each Director of the corporation shall serve a one (1) year term and shall continue to serve until replaced by action of the legislative body or executive authority of the City of Pikeville, Pike County, Pike County Chamber of Commerce or Pikeville Hillbilly Clan 1, Outhouse 2.
(3) Vacancies caused by death, resignation or other causes shall be filled by the legislative body or executive authority of the organization that appointed the Director who has vacated the Board.
(4) The Board of Directors shall have full power to make all bylaws and rules to regulate the business of the corporation, consistent with the provisions of this section and the laws of the Commonwealth subject however to the combined approval of the legislative body or executive authority of the City of Pikeville, Pike County, Pike County Chamber of Commerce and Pikeville Hillbilly Clan 1, Outhouse 2.
(Ord. 07-0-002, passed 2-26-07)