ARTICLES OF INCORPORATION
THE BLUE GRASS GROTTO
NATIONAL SPELEOLOGICAL SOCIETY, INC.
A Nonprofit Nonstock Corporation
KNOW ALL YE PERSONS BY THESE PRESENTS, that the undersigned, being
of lawful age and citizens of the United States, hereby make and
adopt the following Articles of Incorporation for the purpose of
forming a nonprofit and nonstock corporation under the laws of the
Commonwealth of Kentucky, pursuant to Chapter 273 of the Kentucky
Revised Statutes and all other acts amendatory thereof and
The name of the corporation is the Blue Grass Grotto of the
National Speleological Society, Inc., hereafter referred to in
these articles as the Blue Grass Grotto.
Term of Existence
The Blue Grass Grotto shall endure in perpetuity.
1. The Blue Grass Grotto is organized exclusively for charitable,
literary, educational and scientific purposes within the
meaning of Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (the "Code"). The Blue Grass Grotto shall
receive contributions and fees, and shall distribute its funds
for charitable, literary, educational, and scientific purposes
as hereinafter set forth.
2. The scientific purpose of the Blue Grass Grotto includes,
without limitations, the exploration, mapping, and
speleological study of caves and other karst features in
Kentucky and throughout the world.
3. The educational purpose of the Blue Grass Grotto includes,
without limitations, providing a source of information for its
members and the citizens of the Commonwealth on the history
and conservation of caves, cave life and other karst features,
and on safe caving practices.
The Blue Grass Grotto is constituted so as to attract substantial
support from contributions, directly or indirectly, from a
representative number of persons in the community in which it
operates. The Blue Grass Grotto has not been formed for pecuniary
profit or financial gain, and no part of the assets, income or
profit of the corporation is distributable to, or inures to the
benefit of, any private individual or member. No part of the
activities of the Blue Grass Grotto shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and
the Blue Grass Grotto shall not participate in, or intervene in
(including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office.
Notwithstanding any other provisions of these Articles of
Incorporation, the Blue Grass Grotto shall not carry on any
activities not permitted to be carried on by a corporation exempt
from Federal income tax under the Code or by a corporation,
contributions to which are deductible under the Code.
Distribution On Dissolution
Upon the dissolution of the Blue Grass Grotto in accordance with
Chapter 273 of the Kentucky Revised Statutes or its successor, the
current directors shall, after paying or making provisions for the
payment of all of the liabilities of the Blue Grass Grotto,
transfer the remaining assets of the Blue Grass Grotto to a
non-profit nonstock corporation qualifying as an exempt
organization under Section 501(c)(3) of the Code, whose goals
conform with the goals of the Blue Grass Grotto. The preferred
recipient is the National Speleological Society, Inc., of
Limitation of Purposes and Powers
1. The Blue Grass Grotto shall have no capital stock and no
power to issue certificates of stock nor to declare dividends.
2. All special provisions concerning membership, voting,
meetings, financial affairs and all other business of the Blue
Grass Grotto, not stated in or forbidden by the Articles of
Incorporation, may be enacted in the Bylaws.
3. The Articles of Incorporation of the Blue Grass Grotto may be
amended, revoked or revised by a three-fourths (75%) majority
of a quorum at a Blue Grass Grotto meeting. All other
business of the membership of the Blue Grass Grotto may be
enacted by simple-majority (51%) of a quorum at a Blue Grass
Grotto meeting. A quorum consists of twenty percent (20%) of
the voting membership of the Blue Grass Grotto, as defined in
1. The Annual Meeting of the membership of the Blue Grass Grotto
will be held in November. The purpose of the meeting will be
to elect directors, as needed. The financial status of the
Blue Grass Grotto will be reported at this meeting.
2. Additional meetings may be called by the President at his
discretion, and must be called by the President if petitioned
by three or more members. The President must give the
membership at least thirty (30) days notice for these
Membership Privileges and Responsibilities
1. Membership in the Blue Grass Grotto is open to all persons who
agree to abide by the Articles and Bylaws of the Blue Grass
2. The requirements for voting membership shall be defined in
3. Membership in the National Speleological Society is strongly
encouraged, but not required, for membership in the Blue Grass
4. Members are encouraged to follow the cave conservation
principles of the National Speleological Society.
5. Members should follow safe caving practices.
Directors, Officers and Their Qualifications
1. The financial affairs of the Blue Grass Grotto shall be guided
by a three member Board of Directors elected by the membership
at the Annual Meeting. Directors may not simultaneously serve
as Officers of the Blue Grass Grotto.
2. All other business, except as noted elsewhere in these
Articles, shall be managed by the President, Vice President,
Secretary, Treasurer, and other Officers or chairpersons as
specified in the Bylaws. Officers shall be elected as
provided in the Bylaws. The President may act as a temporary
Director if a Director can not fulfill his/her duties.
3. Officers must be 18 years old or older, current members of the
National Speleological Society, and must have been voting
members of the Blue Grass Grotto for at least one year.
4. Directors must be 21 years old or older, current members of
the National Speleological Society, and must have been voting
members of the Blue Grass Grotto for at least two consecutive
5. The Directors shall serve staggered three (3) year terms, with
one Director being elected each year. All Officers serve one
(1) year terms.
6. Directors may succeed themselves in office one time (two
The Bylaws of the Blue Grass Grotto shall be adopted, and may be
amended or repealed, by the membership.
Registered Office, Agent, and Principle Office
1. The office of registration of the Blue Grass Grotto shall be
216 Hillsboro Ave, Lexington, KY 40511.
2. The registered agent for the Blue Grass Grotto shall be John
3. The principle office of the Blue Grass Grotto shall be
216 Hillsboro Ave, Lexington, KY 40511.
Initial Board of Directors
The initial Directors of the Blue Grass Grotto shall be and their
Name Address Term Expires
1. Don Pollock 3386 Buckhorn, Lexington, KY December 31, 1988
2. William Hopper 120 Victory, Lexington, KY December 31, 1989
3. Jim Currens 1320 Dale, Lexington, KY December 31, 1990
The names and addresses of the incorporators of the Blue Grass
Grotto are as follows:
John R. Barnes 216 Hillsboro Ave., Lexington, KY 40511
James C. Currens 1320 Dale Dr., Lexington, KY 40502
Landrum R. Haddix 232 S. Porter Dr. Apt. 1, Richmond, KY 40475
Susan Haddix 232 S. Porter Dr. Apt. 1, Richmond, KY 40475
William M. Hopper 120 Victory Ave., Lexington, KY 40502
Phillip W. O'dell 120 Victory Ave., Lexington, KY 40502
James D. Pollock 3386 Buckhorn Dr., Lexington, KY 40515
Ronald F. Welch 3354 Coldstream Dr., Lexington, KY 40502