(A Kentucky Not-for-Profit Corporation)

The purpose of this entity is as set out in the Articles of Incorporation.

1. Business Offices: The principal office of the corporation shall be as set out in the Articles of Incorporation or at such other place as may be decided upon by the Board of Directors. The corporation may have such other offices either within or without the County of Kenton, Kentucky as the Board of Directors may determine or as the affairs of the corporation may require.

2. Registered Office: The corporation shall have and continuously maintain in the Commonwealth of Kentucky a registered office and a registered agent for service of process. The registered office may be, but need not be identical with the principal office and the address of the registered office may be changed from time to time by the Board of Directors.

1. Composition: The membership of the corporation shall be composed of persons who seek to further the goals of the corporation.

2. Types: The Board of Directors is empowered to set dues schedules for each type of membership. The current membership types are defined as:

   1. Individual Member: An individual who shall have attained the age of 18 years and has paid the appropriate membership dues.

   2. Junior Member: An individual who has not yet attained the age of 18 years and has the consent of his/her parent or legal guardian to be a member. No separate dues shall be required of Junior Members, their dues are covered under the Household Membership paid by their parent or legal guardian, nor shall they have voting rights.

   3. Honorary Member: An individual whom the Board of Directors determine to have been of such service to the Commonwealth of Kentucky and to this corporation as to be deserving of special recognition. No dues shall be required of Honorary Members, nor shall they have voting rights.

   4. Household Membership: A membership option which shall be comprised of no more than two otherwise qualified individual members and any number of their dependents who shall be junior members.

3. Annual Meeting: The membership shall hold its annual meeting at a time and place designated by the Board of Directors whether within or without the County of Kenton. Any additional meetings of the membership may be called by the Board of Directors. The President shall act as Chairman at the Annual Meeting. In the absence of the President, the First Vice President shall act as Chairman; in the absence of both the President and First Vice President, the Second Vice President shall act as Chairman; in the absence of the other officers, the Secretary shall act as Chairman.

4. Notice of Meeting: Notice of any meeting of the membership shall be given at least thirty days previous thereto by written notice delivered personally or sent by mail to each member at his address as shown by the records of the corporation; or such notice may be incorporated in any regular news publication of the corporation so delivered or so mailed.

5. Quorum: Those present at the annual meeting of the membership shall be declared a quorum for the transaction of business.

6. Method of Voting: An Individual Member in good standing for not less than the previous thirty days shall qualify as a voting member. The method of voting for the election of Directors and on any other matter brought before the membership shall be accomplished by a voice vote first and, if not unanimous, then by count of hands of each voting member present. Each vacancy for Director shall be voted on separately. Nominations for Director may be made from the floor as well as by the Nominating Committee.

7. Resolutions: Any member may propose a resolution concerning the business and affairs of the corporation by submitting to the secretary, prior to the opening of the annual membership meeting, a petition in writing stating the resolution verbatim and by affixing thereto the signatures of at least five other members. Upon positive verification of the membership status of the signatories, the Secretary shall transmit the petition to the Chairman who shall present it to the membership.

1. General Powers: The affairs of the Corporation shall be managed by its Board of Directors.

2. Number and Tenure: The number of Directors shall be not less than three (3) nor more than fifteen (15). Seats on the board of Directors shall be numbered one through fifteen (1-15). These seats shall be divided into three (3) groups A, B, C; seats 1-5 shall be in group A; seats 6-10 in B; and seats 11-15 in C. The terms for the seats in Group A will expire at the annual members meeting in 2001; B in 2002; and C in 2003. After these initial terms the new terms shall be three years so that five of the Board of Directors seats will expire each year at the Annual Members Meeting. Current Board of Directors members who were elected at an Annual Members Meeting shall be divided as evenly as possible among the three Groups by the assignment of a specific seat number, this done by drawing of lots. The Director’s term shall be concurrent with assigned seat.

1. In view of the necessity of having available the talents of all Directors in the conduct of the Corporation’s business, the Board of Directors may set a minimum number or percentage of meetings that a Director must attend annually to retain his seat on the Board of Directors. A two thirds majority of the Board of Directors present at any regular or special meeting of the Board of Directors shall be required to remove a director from the Board of Directors for not being in compliance with minimum attendance requirements.

2. In the event any Director performs any act or makes any statement that, in the opinion of a two thirds majority of the Board of Directors present at any regular or special meeting of the Board of Directors, brings discredit to the corporation, such Director may be disciplined, censured, or removed from the Board of Directors by a two thirds majority of the Board of Directors present at such meeting.

3. Election of Directors: Directors shall be elected from the voting membership at each annual meeting of the membership. No person who has ever been removed from the Board of Directors per sub-section 2 of this article shall be eligible to serve as Director either by election of the membership or appointment by the Board of Directors. New Board members elected at a future Annual Members Meeting may be assigned a vacant seat. These new Director’s terms shall be the same as their assigned seat, which may be less than the three (3) years if filling an un-expired term. The terms of the seats remain fixed within Groups A, B, C regardless of the year the director is elected to fill a seat. This will ensure that five seats shall expire each year. If no vacant seat exists or all are filled as above, members may run in competition for a seat that expires or seat whose Director was appointed and his appointment expires.

4. Meetings: The annual meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of members. Regular monthly meetings of the Board of Directors may be scheduled as a regular course of business at any meeting of the Board of Directors. Each Director shall be expected to contact the Secretary to determine if such a meeting is scheduled and to obtain the details concerning the time and place it shall convene. Special meetings of the Board of Directors may be called at the request of the President or of any three Directors. The persons calling the special meeting may fix a place and time for the meeting and shall give written notice at least twenty days prior thereto. The attendance at such a meeting shall constitute a waiver of notice of such meeting unless objection is made at the time the meeting is convened.

5. Chairmanship: The President shall act as Chairman at meetings of the Board of Directors. In the absence of the President, the First Vice President shall act as Chairman; in the absence of both the President and First Vice President, the Second Vice President shall act as Chairman; in the absence of the other officers, the Secretary shall act as Chairman.

6. Electronic Meetings: Since there may be occasions when action is required by the Board of Directors before the next scheduled meeting, an electronic recording of votes, either by telephone or electronic mail, shall be valid in the following circumstance:

   1. The President (or one of the Vice Presidents if the President is incapacitated) determines there is sufficient urgency to require an electronic meeting.

   2. A vote by electronic means is secured by the secretary from two thirds of the Directors.

   3. At the next scheduled meeting of the Board of Directors, the action taken shall be ratified or repudiated as an item of Unfinished Business.

7. Quorum: A majority of the Directors present at any Board meeting after proper notice, shall constitute a quorum for the transaction of business at that meeting of the Board.

8. Vacancies: If one or more seats becomes vacant on the Board after the Annual Members Meeting, the Board may appoint a member to fill a vacant seat. If more than one seat is vacant the assignments shall be determined by drawing of lots. Any such appointment shall expire at the next Annual Members Meeting.

9. Committees:

   1. There shall be a Nominating Committee, appointed by the President, composed of a least two Directors whose terms are not expiring at the next Annual Meeting and any other voting members the President may select. The Nominating Committee shall present to the members at the Annual Meeting, nominations to fill the Director vacancies that shall occur for whatever reason. The Nominating Committee shall be appointed at least three (3) months in advance of the Annual Meeting.

   2. There may be such Ad Hoc Committees as the President shall determine are necessary for the efficient conduct of the affairs of the Corporation. The terms of such Ad Hoc Committees shall expire at the next Annual Meeting unless appointed for a longer period. The President shall appoint the Chairmen of such Ad Hoc committees, who shall be Directors. The Chairmen of the committees shall submit the names of their committee members to the President for approval.

10. Compensation: Directors as such shall not receive any salaries for their services but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

1. Officers: The officers of the corporation shall be a President, First vice-president, Second vice-president, Secretary and Treasurer. Only the offices of Secretary and Treasurer may be held by the same person.

2. Election and Term of Office: The officers of the corporation shall be Directors who are elected annually by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such a meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected, unless a vacancy occurs by resignation, act of God or the officer ceases to be eligible to be a Director. In the event of a vacancy in the office of President or vice-president, the order of succession shall be:

   1. If the office of President becomes vacant, the First vice-president shall succeed to the Presidency, the Second vice-president shall succeed to the First vice-presidency, and a new Second vice-president shall be elected soon thereafter as convenient;

   2. if the office of First vice-president becomes vacant, the Second Vice President shall succeed to that office and a new Second vice-president shall be elected as soon thereafter as convenient;

   3. if the office of Second vice-president becomes vacant, a new Second vice-president shall be elected as soon thereafter as convenient;

   4. if the office of Secretary or Treasurer becomes vacant, successors shall be elected as soon thereafter as convenient.

3. Compensation: Officers of the corporation shall be entitled to such reasonable reimbursement of expenses as shall be fixed or allowed by the Board of Directors.

The current edition of Robert’s Rules of Order shall be the accepted reference for conduct of meetings of Directors, officers and members and shall govern its proceedings when not in conflict with these bylaws.

The Board of Directors may authorize any officers or agents of the corporation to enter into any contract or execute and deliver any instrument, and sign checks, drafts, or order for the payment of money, notes, or other evidences of indebtedness in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Treasurer, subject to the approval of the Board of Directors, may select. Disbursement of the funds of the Corporation shall not be made without the signatures of any two of the Directors of the Corporation.

1. The Corporation shall keep correct and complete books and records of account, and all books and records of the Corporation may be inspected by any Director or his agent or attorney for any proper purpose at any reasonable time.

2. Any Director vacating his seat for whatever reason shall as soon thereafter as convenient, not to exceed 30 days, turn over all corporation books and records under his control to an officer of the corporation and such officer shall bring these records before the Board at the next meeting of the Board of Directors. All Directors of the corporation shall charge their estate to turn over all records of the corporation under their control at the time of their death to an officer of the corporation as soon thereafter as convenient.

3. All records pertaining to the membership of the corporation are the sole property of the corporation and are for use exclusively by the corporation in carrying out the corporations business. No Director shall sell, rent, or otherwise make available any portion of membership records, in whole or in part, to any third party for any other purpose whatsoever.

1. When Permitted: The Corporation shall indemnify each member of the Board of Directors and each officer and every former member of the Board of Directors and former officer, his or her heirs, executors and administrators against all costs, expenses, and liability, including settlements approved by the Board of Directors, reasonably incurred or imposed upon him or her in connection with or resulting from any action, criminal or otherwise, suit or proceeding, or the settlement or compromise thereof prior to final adjudication to which he or she is or may be a party by reason of his or her being or having been a member of the Board of Directors or an officer of the Corporation, except in relation to matters in which he or she is finally adjudged in such action, suit or proceeding to have been negligent or derelict in the performance of his or her duty as a member of the Board of Directors or as an officer. Provided, however, that in criminal actions the Director or officer, or former Director or officer had no reasonable grounds to believe that his or her conduct was unlawful.

2. Insurance: The Board of Directors may purchase such insurance as is necessary to effectuate this policy of indemnification.

3. Standards of Conduct Determined: In the event that a question arises as to whether or not such Director or officer or former Director or former officer has met the standards of conduct herein above set forth in the Article, such questions shall be conclusively determined by the Board of Directors acting by a quorum consisting of Directors who are not involved in such claim, action, suit, or proceeding or by written opinion of reputable, disinterested legal counsel selected by the Board of Directors.

AMENDMENTS TO BYLAWS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a two thirds majority of the Directors present at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors, if written notice is given of the intention to alter, amend or repeal or adopt new bylaws at such meeting and a copy of the proposed amendments shall have been supplied to members at least two (2) weeks prior to the meeting.

Adopted by the Board of Directors

on the 21^st Day of July, 2007

Jim Dixon. President

Robert Jaynes, Secretaty