Bylaws
ARTICLE I - NAME 
    The name of the Association is  Kentucky Forest Industries Association, Incorporated.  
 
ARTICLE II - PLACE OF BUSINESS 
 
 The principal office of the Association shall be located at the Office of the Executive Director or as the Board designates. 
 
ARTICLE III - OBJECTIVES AND PURPOSES 
 
   The objectives or purposes to be promoted or carried on are: to promote the economic welfare and interests of the Kentucky sawmills, wood processors, and related industries; to aid in the production and conservation of Kentucky's forest lands; and to lend full support to governmental and private agencies having for their purpose the development of Kentucky's great forest potential.
 
ARTICLE IV - MEMBERSHIP 
 
Section 1.    (a) Primary Wood Manufacturers - Any individual proprietorship, partnership, or corporation who engages in the buying or processing round wood, may become a voting member of the corporation by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to all its privileges and facilities.     (b) Secondary Wood Manufacturers- Any individual proprietorship, partnership, or corporation who engages in the buying or processing of lumber, dimension, or some type of wood into consumer items, by become a voting member of the corporation by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such  dues as may be fixed by the Board of Directors, said applicant shall thereupon be entitled to all its privileges and facilities.  (c) Independent Contractor- Any individual proprietorship, partnership or corporation who serves the wood industry (loggers and truckers), may become a voting member of the corporation by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said applicant shall thereupon be entitled to all its privileges and facilities.      (d)Associate Member - Any forester, teacher, consultant, or other professional person may become a voting member of the corporation by making a formal application in writing to the Board of Directors. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said applicant shall thereupon be entitled to all its privileges and facilities.     (e)Wholesaler - Any individual proprietorship, partnership, or corporation who is a wholesaler or commission agent of lumber and wood products may become a voting member of the corporation by making a formal application in writing to the Board of Directors. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said applicant shall thereupon be entitled to all its privileges and facilities.  (f)Landowners(forest land) - Any individual, partnership, or firm owning forest land may become a voting member of the corporation by making formal application in writing to the Board  of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to all its privileges and facilities. (g)Affiliate Member - Any individual, partnership, or corporation who is a supplier of tools, equipment and machinery, operating supplies to the wood using industries; and shall include any retailer, architects-designers, and any other middleman not so specifically mentioned may become a voting member of the corporation by making a formal application in writing to the Board of Directors. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to all its privileges and facilities.     Section 2. Dues and Assessments. Any member delinquent in dues for six (6) months shall be dropped . Dues and assessments for all classes of membership shall be based on such fair and equitable basis as the Board of Directors may determine.  Section 3. Meetings. Regular annual member meetings shall be held at a time and place to be designated by the Board of  Directors. Special meetings of the members may be called by the President or by majority petition of the Board of Directors.  Notices of each meeting shall be mailed to all members at least  two weeks prior to the date thereof.     Section 4. Quorum. The majority of the voting members present shall constitute a quorum for the transaction of business at any meeting of the corporation. The vote or a majority of the  votes entitled to be cast by the members present or represented  by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members unless a greater proportion is required by the Articles of Incorporation, by these BY-LAWS or any act by the State or  Federal Government.     Section 5. Voting.  Each active member classified under Article IV, Section 1, shall be entitled to one vote on each  matter submitted to a vote of the members. A member may vote  either in person or by proxy executed in writing by the member or  by its or his duly authorized attorney in fact. No proxy shall  be valid if received after the vote at a meeting.  Section 6. Resignation. Any member may resign its or his membership by giving written notice to the Secretary of the  corporation and by tendering its or his dues in full up to the effective date of the resignation. Such resignation shall thereupon become effective as of the date specified in the resignation.     Section 7.  Forfeiture.  The Board of Directors shall have  the right to forfeit membership of any member for cause. The  offending member shall have thirty days to answer any charges  made. The President shall have the right to appeal any removal  action to the annual meeting, and the action of the membership in  annual meeting shall be controlling. 
 
ARTICLE V - DIRECTORS
Section 1. General Powers.  The business and affairs of the corporation shall be managed by its Board of Directors. The Board of Directors shall undertake any programs as will best serve the membership's interest, and such fully implement the directives of the corporation.     Section 2.Number.  The Board of Directors shall consist of  twelve active members and three officers. Four directors are elected each year by the voting members at the annual meeting of  the corporation.     Section 3. Terms of Office.  The twelve Directors will serve  staggered terms. Terms of office will be three years, with four  directors elected each year. No director may serve more than two consecutive terms.    Section 4.   Nominations. The President shall name members to the Nominating Committee, which shall be made up of three (3)member, not to include any of the officers. The Nominating Committee for 1990 shall consist of three (3) year terms. Thereafter, the President shall appoint members to the Nominating Committee to serve three (3) year terms as terms expire. The President shall fill any vacancies on the Nominating Committee for the remainder of the unexpired term. The president shall appoint one of the members of the Nominating Committee to serve as Chairman of the Nominating Committee. The Nominating  Committee shall invite suggestions from members, allowing thirty (30) days. The Report of the Nominating Committee shall be presented to the membership at least thirty (30) days before the annual meeting, and shall be voted upon during the annual meeting, when additional nominations may be made from the floor.     Section 5.  Vacancies.   Vacancies on the Board of Directors  may be filled by the Board of Directors, until the next annual meeting of members when the unexpired term shall be filled by election.     Section 6. Quorum.   At all meetings of the Board of  Directors, eight (8) of the members present shall constitute a quorum.     Section 7.  Removal.  Any director may be removed by a 3/4 vote of the membership present at a membership meeting whenever in the judgment of the members the best interest of the corporation would be served thereby. Any Director who ceases to be an active member; or a director, officer or employee of an active member, shall cease to be a Director of the corporation.     Section 8.  Executive Committee.   The Executive Committee shall consist of the President, Vice-President, and three directors appointed by the President and ratified by the Board. The President of the association is automatically Chairman of the Executive committee, and he shall submit to the Board for ratification the names of three directors. The executive Committee shall have the same powers as the Board of Directors, but its action may be modified or revoked by the Board. 
 
ARTICLE VI- OFFICERS     Section 1.  Elected Officers.  The officers of the corporation shall be voting members elected by the members and shall consist of a President, Vice-President, and Secretary/Treasurer. The officers shall be members of the Board of  Directors.     Section 2.Terms of office.   The officers shall be elected  for a one year term. The President and Vice President shall not  be elected to more than two (2) consecutive terms to the same  office. Elections shall be held at the annual meeting.  Section 3. President.   The President shall be the chief executive officer of the corporation and shall preside at all  meetings of the members and Board of Directors of the  Corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall have the  general powers and duties of supervision and management usually vested in the office of president of a corporation, except to the  extent that such powers or duties may be delegated by the Board of Directors, to the Executive Director or other management person. The President shall be an ex-officio member of all standing committees.  Section 3a. Past President. After the President's term is completed, (one or two years), he will be considered the Past President. The Past President will serve one term as an ex-officio member of the Board of Directors to insure continuous operation during the transition period.     Section 4. Vice President.  In the absence of the President,  or if the office of President is vacant, the Vice President shall perform all of the duties of the President, and shall perform such other duties assigned by the Board of Directors.     Section 5. Secretary-Treasurer. The Secretary-Treasurer  shall attend all meetings of the Board of Directors and all meetings of the members and record all proceedings. He shall  give or cause to be given notice of all meetings of the members  and of the Board of Directors. He shall approve all monies and  records thereof, and disburse them under the direction of the  Board of Directors. He shall direct the association office to  make financial reports to the corporation and at annual meetings, and when called upon to the President and/or the Board of  Directors. The Treasurer's books shall be open for inspection by  the Board and the President and Vice President and the same shall be audited by a committee named by the President. He shall have the general powers and duties usually vested in the office of  Secretary-Treasurer except to the extent that such powers or duties may be delegated by the Board of Directors, to the Executive Director or to other management person.     Section 6. Executive Director.   The Executive Director shall perform whatever duties are assigned to him by the Board of  Directors and be paid such compensation as the Board of Directors  may from time to time prescribe.  Section 7. Vacancies.   If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. An officer elected to fill a  vacancy shall be elected for the unexpired term of his predecessor in office.     Section 8.  Removal.   Any officer may be removed by the Board of Directors whenever in the judgment of the Board of Directors  the best interest of the corporation would be served thereby.  The term of any elective officer shall terminate in the event  such officer ceases to be a voting member, or a director,  officer, or employee of an active member of the corporation.      Section 9. Temporary Chairman.  In the absence of the  President and Vice President at a Board meeting, a temporary chairman shall be elected by the Board to preside at meeting. 
 
ARTICLE VII - AMENDMENTS 
 
The Board of Directors is authorized to make, alter or repeal the BY-LAWS. 
 
ARTICLE VIII - COMMITTEES 
 
In addition to the executive Committee and Nominating Committee mentioned elsewhere in these BY-LAWS, the President may appoint such committees or committee as he deems necessary to enable the association to reach its objectives and perform its work. All committees appointed by the President must be ratified  by the Board of Directors.     Each Committee appointed by the President shall have a term  of office concurrent with the term of the office of the President  but shall continue to function until replaced or reappointed by  the incoming President. Each committee shall have a designated  chairman with additional committee member selected by the  President and Chairman. Along with the appointment, a specific  job description or assignment, shall be supplied to the Chairman  by the President.     Each committee shall keep regular minutes of its proceedings, and report the same to the Board of Directors when required. 
 
ARTICLE IX - MISCELLANEOUS 
 
Section 1. Dividends Prohibited.  The corporation shall be operated strictly as a non-profit corporation. No dividends shall be paid an no part of the income or assets of the  corporation shall be distributed to its members, directors or  officers.     Section 2. Dissolution. Upon dissolution of the corporation, all assets shall be distributed to a charitable, scientific or educational organization as described in Section 510 (c) (3) of the Internal Revenue Code of the United States.     Section 3. Signing of Checks and Drafts.   All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness, issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of  the corporation and in such a manner as shall be determined from time to time by resolution of the Board of Directors. 
 
REVISED 1-21-93