CONSTITUTION AND BY-LAWS

ARTICLE ONE
NAME AND PURPOSE

The name of this organization shall be the Kentucky Mining Institute, Inc., and it shall have for its objectives:

1. The advancement of the mining industry by encouraging and promoting the study and investigation of mining problems;

2. The promotion of education in practical and scientific mining; and

3. The sponsoring of movements designed to bring about safer working conditions in and around the mines which will create a proper attitude towards safety on the part of the miners.

ARTICLE TWO
MEMBERSHIP

Any person directly engaged or interested in any branch of mining, mining supplies, mining appliances or mining machinery may become an active member of the Institute by filling out a blank application for the purpose, giving his name, address, occupation and the name and address of the company with which he is associated. This application shall be accompanied by one year's dues of $25.00. Any person in arrears on July 1 of the current year may be dropped from membership.

Any person of distinction in mining may be elected an honorary member of the Institute by a two-thirds vote of the members at any regular meeting. Any member who has been an active member of the Institute and who has retired form active business or associated industries may become an honorary member.

Any active member may become a life member by the payment of $50.00. All monies received from life members shall be deposited to the credit of the Institute and shall be used in the same manner as other funds.

ARTICLE THREE
OFFICERS

The officers shall consist of a President, First, Second and Third Vice Presidents, Secretary, and Treasurer. There shall be 24 members of the Board of Directors. Twenty-five (25%) percent of the Directors present shall constitute a quorum. The services of all officers shall be without compensation unless otherwise ordered by the membership of the Institute at a regular meeting or by order of the Executive Board.

The officers of the Institute shall be elected annually at the regular fall meeting and shall hold office for the ensuing year and until their successors are elected and installed.

Past presidents of the Institute will be recognized as honorary members of the Board of Directors and may attend all meetings of the Board of Directors with voting power.

In case of death, resignation or expulsion of any officer, the President may fill the vacancy by appointment until the next regular meting when the vacancy will be filled as herein provided.

The Executive Board shall consist of all officers and directors.

ARTICLE FOUR
DUTIES OF OFFICERS

The President shall perform the duties commonly performed by the presiding officer and chairman. He shall sign, with the Treasurer, all checks for the payment of money, and with the Executive Board, shall exercise general supervision over the affairs of the Institute between sessions.

The President shall appoint an Auditing Committee annually to audit the accounts of the Treasurer, and said audit shall be submitted at the annual meeting of the Institute.

The President shall appoint a Resolutions Committee to compose and report to the membership of the Institute at its annual meeting any resolutions regarding the conduct of the annual meeting and any other pertinent items.

The President shall appoint a Nominating Committee to select a slate of officers and directors for submission to the membership at the annual meeting. Nominations may also be made from the floor.

The President shall appoint a Program Chairman to select interesting and informative speakers for the annual meeting. The Program Committee shall designate the date, time, location and the order of business for the annual meeting.

The highest-ranking Vice President shall preside in the absence of the President and perform all the duties of the President in his absence.

The Secretary shall keep a record of each meeting and shall read and file all resolutions and papers that come before the Institute. The Secretary shall furnish the newspapers and other periodicals such accounts of the transactions and discussions of the Institute as are proper to be published. The judgement of the Secretary is to prevail in such matters unless the Executive Board of the members at a regular meeting of the Institute decide against the publication of certain proceedings.

The Treasurer shall sign all checks for the payment of money and shall purchase necessary supplies under the direction of the Institute or the Executive Board. He shall keep a true record of receipts and disbursements of all money. He shall pay out no money except by check. Each check shall be countersigned by the President, or in his absence, another officer of the Institute. All cancelled checks shall be retained as vouchers. The Treasurer shall give bond in such a sum as the Institute may require; the premium of said bond to be paid by the Institute.

The Executive Board shall perform the duties specifically prescribed by this Constitution; it shall supervise the expenditures and disbursements of all money of the Institute. No expenditure, other than current expenses, shall be authorized without first having the approval of the Executive Board. It shall act for the Institute between regular or special session.

ARTICLE FIVE
MEETINGS

There shall be one regular meeting held each year in Lexington, Kentucky, unless otherwise ordered by the Institute in regular session or by the Executive Board.

Meetings of the Executive Board shall be held at the call of the President issued at his own discretion or upon the request of three members of the Executive Board. Ten members of the Executive Board shall constitute a quorum.

ARTICLE SIX
AMENDMENTS

The Constitution and by-laws may be altered by a majority vote of the Board of Directors present at any regular meeting and must be approved by a majority of the members present at the annual meeting.

ARTICLE SEVEN
LIQUIDATION OR DISSOLUTION

In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and all their property received by the corporation from any source, after the payment of all indebtedness and obligations of the corporation, shall be distributed to such religious, charitable, or educational corporations, organizations, or institutions, as shall at the time thereof be qualified under the Internal Revenue Code, or other applicable laws of the United States, as an organization exempt from income taxation, (presently Section 501(c)(3) of said code.)