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SB 178 (BR 1841) - S. Gregory

     AN ACT relating to corporations.
     Establish KRS Chapter 273A and create subchapters and sections thereof to enact the "Kentucky Revised Nonprofit Corporation Act 2014"; provide for the creation, modification, termination, and administration of nonprofit corporations; enumerate steps of incorporation; provide procedures related to the adoption of bylaws; establish fee for filing documents with and allow for electronic transmission of documents to the office of the Secretary of State; address definitions, general provisions, and enumerated powers of a nonprofit corporation under this chapter; provide procedure for determining whether a nonprofit corporation has members; establish parliamentary procedure for meetings of a board including conference calls or other electronic means; establish standing requirements required for lawsuits against nonprofit corporation or directors; provide requirements related when third parties can bring suit against the corporation under certain circumstances; establish circumstances as to when the Attorney General can bring suit against a corporation or in relation to dissolution; provide notice procedure regarding members, directors, and other individuals; establish parliamentary procedures for voting; establish procedure for determining quorum requirements; provide procedure for the election; establish procedures related to indemnification; establish provisions related to the conveyance of property by a corporation, sale of assets, and payments to members or directors by the corporation; provide procedures related to distribution; establish provisions regarding dissolution; establish right and procedure to inspect corporation records; require conformity with the National Electronic Signature and Agreement Act; amend and repeal various sections of the Kentucky Revised Statutes to conform; establish KRS Chapter 273B and create sections thereof to enact the “Kentucky Unincorporated Nonprofit Association Act”; establish powers of unincorporated nonprofit association; address definitions, general provisions regarding the creation, modification, termination, and duties of members and managers; establish requirements of an association’s statement of authority; specify procedures for revocation of authority; establish procedures for filing certification of association with the Secretary of State; specify procedures related to management and control of association; provide and establish procedure for conveyance of interest in real, personal, or intangible property; provide for payment of dividends to members or managers; specify procedures for winding up and termination of association; amend and repeal various sections of the Kentucky Revised Statutes to conform; amend various provisions of KRS Chapter 275's “Kentucky LLC Act” to provide for the creation of nonprofit limited liability companies.

     Mar 4-introduced in Senate
     Mar 6-to Judiciary (S)

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