ARTICLES OF INCORPORATION OF THE BLUE GRASS GROTTO OF THE NATIONAL SPELEOLOGICAL SOCIETY, INC. A Nonprofit Nonstock Corporation KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned, being of lawful age and citizens of the United States, hereby make and adopt the following Articles of Incorporation for the purpose of forming a nonprofit and nonstock corporation under the laws of the Commonwealth of Kentucky, pursuant to Chapter 273 of the Kentucky Revised Statutes and all other acts amendatory thereof and supplemental thereto: ARTICLE I Name The name of the corporation is the Blue Grass Grotto of the National Speleological Society, Inc., hereafter referred to in these articles as the Blue Grass Grotto. ARTICLE II Term of Existence The Blue Grass Grotto shall endure in perpetuity. ARTICLE III Purpose 1. The Blue Grass Grotto is organized exclusively for charitable, literary, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Blue Grass Grotto shall receive contributions and fees, and shall distribute its funds for charitable, literary, educational, and scientific purposes as hereinafter set forth. 2. The scientific purpose of the Blue Grass Grotto includes, without limitations, the exploration, mapping, and speleological study of caves and other karst features in Kentucky and throughout the world. 3. The educational purpose of the Blue Grass Grotto includes, without limitations, providing a source of information for its members and the citizens of the Commonwealth on the history and conservation of caves, cave life and other karst features, and on safe caving practices. ARTICLE IV Exempt Status The Blue Grass Grotto is constituted so as to attract substantial support from contributions, directly or indirectly, from a representative number of persons in the community in which it operates. The Blue Grass Grotto has not been formed for pecuniary profit or financial gain, and no part of the assets, income or profit of the corporation is distributable to, or inures to the benefit of, any private individual or member. No part of the activities of the Blue Grass Grotto shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Blue Grass Grotto shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles of Incorporation, the Blue Grass Grotto shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under the Code or by a corporation, contributions to which are deductible under the Code. ARTICLE V Distribution On Dissolution Upon the dissolution of the Blue Grass Grotto in accordance with Chapter 273 of the Kentucky Revised Statutes or its successor, the current directors shall, after paying or making provisions for the payment of all of the liabilities of the Blue Grass Grotto, transfer the remaining assets of the Blue Grass Grotto to a non-profit nonstock corporation qualifying as an exempt organization under Section 501(c)(3) of the Code, whose goals conform with the goals of the Blue Grass Grotto. The preferred recipient is the National Speleological Society, Inc., of Huntsville, Alabama. ARTICLE VI Limitation of Purposes and Powers 1. The Blue Grass Grotto shall have no capital stock and no power to issue certificates of stock nor to declare dividends. 2. All special provisions concerning membership, voting, meetings, financial affairs and all other business of the Blue Grass Grotto, not stated in or forbidden by the Articles of Incorporation, may be enacted in the Bylaws. 3. The Articles of Incorporation of the Blue Grass Grotto may be amended, revoked or revised by a three-fourths (75%) majority of a quorum at a Blue Grass Grotto meeting. All other business of the membership of the Blue Grass Grotto may be enacted by simple-majority (51%) of a quorum at a Blue Grass Grotto meeting. A quorum consists of twenty percent (20%) of the voting membership of the Blue Grass Grotto, as defined in Article VIII. ARTICLE VII Annual Meeting 1. The Annual Meeting of the membership of the Blue Grass Grotto will be held in November. The purpose of the meeting will be to elect directors, as needed. The financial status of the Blue Grass Grotto will be reported at this meeting. 2. Additional meetings may be called by the President at his discretion, and must be called by the President if petitioned by three or more members. The President must give the membership at least thirty (30) days notice for these meetings. ARTICLE VIII Membership Privileges and Responsibilities 1. Membership in the Blue Grass Grotto is open to all persons who agree to abide by the Articles and Bylaws of the Blue Grass Grotto. 2. The requirements for voting membership shall be defined in the bylaws. 3. Membership in the National Speleological Society is strongly encouraged, but not required, for membership in the Blue Grass Grotto. 4. Members are encouraged to follow the cave conservation principles of the National Speleological Society. 5. Members should follow safe caving practices. ARTICLE IX Directors, Officers and Their Qualifications 1. The financial affairs of the Blue Grass Grotto shall be guided by a three member Board of Directors elected by the membership at the Annual Meeting. Directors may not simultaneously serve as Officers of the Blue Grass Grotto. 2. All other business, except as noted elsewhere in these Articles, shall be managed by the President, Vice President, Secretary, Treasurer, and other Officers or chairpersons as specified in the Bylaws. Officers shall be elected as provided in the Bylaws. The President may act as a temporary Director if a Director can not fulfill his/her duties. 3. Officers must be 18 years old or older, current members of the National Speleological Society, and must have been voting members of the Blue Grass Grotto for at least one year. 4. Directors must be 21 years old or older, current members of the National Speleological Society, and must have been voting members of the Blue Grass Grotto for at least two consecutive years. 5. The Directors shall serve staggered three (3) year terms, with one Director being elected each year. All Officers serve one (1) year terms. 6. Directors may succeed themselves in office one time (two consecutive terms). ARTICLE X Bylaws The Bylaws of the Blue Grass Grotto shall be adopted, and may be amended or repealed, by the membership. ARTICLE XI Registered Office, Agent, and Principle Office 1. The office of registration of the Blue Grass Grotto shall be 216 Hillsboro Ave, Lexington, KY 40511. 2. The registered agent for the Blue Grass Grotto shall be John Barnes. 3. The principle office of the Blue Grass Grotto shall be 216 Hillsboro Ave, Lexington, KY 40511. ARTICLE XII Initial Board of Directors The initial Directors of the Blue Grass Grotto shall be and their terms expire: Name Address Term Expires 1. Don Pollock 3386 Buckhorn, Lexington, KY December 31, 1988 2. William Hopper 120 Victory, Lexington, KY December 31, 1989 3. Jim Currens 1320 Dale, Lexington, KY December 31, 1990 ARTICLE XIII Incorporators The names and addresses of the incorporators of the Blue Grass Grotto are as follows: Name Address John R. Barnes 216 Hillsboro Ave., Lexington, KY 40511 James C. Currens 1320 Dale Dr., Lexington, KY 40502 Landrum R. Haddix 232 S. Porter Dr. Apt. 1, Richmond, KY 40475 Susan Haddix 232 S. Porter Dr. Apt. 1, Richmond, KY 40475 William M. Hopper 120 Victory Ave., Lexington, KY 40502 Phillip W. O'dell 120 Victory Ave., Lexington, KY 40502 James D. Pollock 3386 Buckhorn Dr., Lexington, KY 40515 Ronald F. Welch 3354 Coldstream Dr., Lexington, KY 40502 IN TESTIMONY WHEREOF witness the hands of the incorporators on this ______day of _____________, 1988. ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ STATE OF KENTUCKY COUNTY OF FAYETTE The foregoing instrument was acknowledged before me by ________________________________ on this the ______ day of _____________, 1988. ____________________________________ Notary Public, State of Kentucky at Large My Commission expires: SEAL Prepared by _____________________________ Sara G. Smith Lexington Financial Center 250 West Main St Lexington, KY 40507