Historical Commission Agenda and Packet 2013 11 20

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Section 7. The Foundation may maintain a Standing Membership Committee. If the Board maintains a Standing Membership Committee, the Chair shall appoint at least one director to the Standing Membership Committee and may appoint members of the Foundation who are not directors to the Standing Membership Committee. The Standing Membership Committee may make recommendations to the Board concerning membership and fundraising issues. The Board may create any other committees as it may deem necessary or helpful to perform any functions of the Foundation, and the Board shall appoint the members thereof. Section 8. The Board reserves the right to determine the number of members on committees and whom shall serve on committees, the subjects and topics to be addressed by such committees at meetings, the notice, quorum and voting rights and privileges of such committees, the record keeping obligations imposed upon such committees, the manner of acting of such committees, and all other aspects of the operation and governance of such committees including the right to disband or dissolve any of the committees. Unless and until the Board makes and implements any such rules and requirements for the operation and governance committees, the committees shall be permitted to act informally and in an ad hoc manner without specific notice, reporting, voting or documentation requirements. Article VI Funds Section 1. All gifts, bequests, subscriptions, membership dues and donations to the Foundation shall be made out to The Louisville History Foundation, Inc. Such funds shall be deposited in such depository institutions and upon such terms as are determined by the Board. Section 2. All checks, drafts, other orders for payment of money, notes, or other evidence of indebtedness approved by the Board and issued in the name of the Foundation shall be signed by the Treasurer or other Board member so designated to sign on behalf of the Foundation. Checks, contracts or other expenditures of an amount or value of $500 or greater shall require the signature of the Treasurer and another authorized officer. Section 3. In the event the Foundation quits operations and ceases to exist, all assets of the Foundation remaining after payment of its just debts shall be distributed by the Board for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. At no time during the operation of the Foundation or in its dissolution shall any assets, properties, or profits of the Foundation inure to the benefit of any officer or director of the Foundation or to any private person or company.