ARTICLES OF INCORPORATION

LOUISVILLE/JEFFERSON COUNTY

COMMUNITIES IN CHARGE COALITION, INC.

            The undersigned incorporator executes these Articles of Incorporation for the purpose of forming and does hereby form a non-profit corporation under the laws of the Commonwealth of Kentucky, KRS 273.161 et seq., in accordance with the following provisions.

ARTICLE I

NAME

            The name of the Corporation is Louisville/Jefferson County Communities in Charge Coalition, Inc.

ARTICLE II

PURPOSES AND POWERS

            A.        The purpose of the Corporation is to organize, coordinate and maintain a network of health-related services to those medically underserved persons who are eligible to participate in the Corporation's programs.  The Corporation will administer support services for providers and consumers to increase access to health care services, gain efficiencies in the provision of care, and improve health outcomes among individuals being served. 

            B.        The Corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 

ARTICLE III

MEMBERS

            The Corporation shall have such classes of Members, the designation of such class or classes, the manner of election or appointment, and the qualification and rights of the Members of each class, as shall be set forth in the Bylaws of the Corporation. 

ARTICLE IV

DIRECTORS

            The business and affairs of the Corporation shall be governed by a Board of Directors.  The members of the initial Board of Directors shall serve until the first annual election of Directors and until their successors are elected and qualified.  The number of Directors may be increased or decreased from time to time by amendment of the Bylaws of the Corporation.  The names and mailing addresses of the initial Directors are: 

Mason C. Rudd

3 Riverfront Plaza, 3^rd Floor

Louisville, KY 40202

Leland Woodmansee

101 W. Chestnut St.

Louisville, KY 40202

Beth Stenberg

507 W. Jefferson St.

Louisville, KY 40202

ARTICLE V

REGISTERED OFFICE AND REGISTERED AGENT

            The street address of the initial registered office of the Corporation is 400 E. Gray St., Room 131, Louisville, Kentucky 40202. 

            The name of the initial registered agent at that address is Wendy Ward. 

ARTICLE VI

PRINCIPAL OFFICE

            The mailing address of the principal office of the Corporation is 400 E. Gray St., Room 131, Louisville, Kentucky 40202. 

ARTICLE VII

BYLAWS

            The Bylaws of the Corporation shall be adopted, and may be amended or repealed, by the Board of Directors. 

ARTICLE VIII

OFFICERS

            The Bylaws shall identify and provide for the method of election or appointment of the Officers of the Corporation. 

ARTICLE IX

INDEMNIFICATION

Each person who is or was a Member, Director, or Officer of the Corporation, whether elected or appointed, and each person who is or was serving at the request of the Corporation as a Member, Director, or Officer of another entity, whether elected or appointed, including the heirs, executors, administrators, or estate of any such person, shall be indemnified by the Corporation to the full amount against any liability, and the reasonable cost or expense (including attorney fees, monetary or other judgments, fines, excise taxes, or penalties and amounts paid or to be paid in settlement) incurred by such person in such person's capacity as a Member, Director, Officer, or employee or arising out of such person's status as a Member, Director, Officer, or employee; provided, however, no such person shall be indemnified against any such liability, cost, or expense incurred in connection with any action, suit, or proceeding in which such person shall have been adjudged liable on the basis that personal benefit was improperly received by such person, or if such indemnification would be prohibited by law.  Such right of indemnification shall be a contract right and shall include the right to be paid by the Corporation the reasonable expenses incurred in defending any threatened or pending action, suit, or proceeding in advance of its final disposition; provided, however, that such advance payment of expenses shall made only after delivery to the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall be determined that such person is not entitled to such indemnification.  Any repeal or modification of this Article shall not affect any rights or obligations then existing.  If any indemnification payment required by this Article is not paid by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the Member, Director, Officer, or employee may at any time thereafter bring suit against the Corporation to recover the unpaid amount, and if successful in whole or in part, such person shall be entitled to be paid also the expense of prosecuting such claim. 

            The Corporation may maintain insurance, at its own expense, to protect itself and any such person against any such liability, cost, or expense, whether or not the Corporation would have the power to indemnify such person against such liability, cost, or expense under the Kentucky Non-Profit Corporation Act or under this Article, but it shall not be obligated to do so. 

            The indemnification provided by this Article shall not be deemed exclusive of any other rights which those seeking indemnification may have or hereafter acquire under any bylaw, agreement, statute, vote of Members or Board of Directors, or otherwise.  If this Article or any portion thereof shall be invalidated on any ground or by any court of competent jurisdiction, the Corporation shall nevertheless indemnify each such person to the full extent permitted by any applicable portion of this Article that shall not have been invalidated or by any other applicable law. 

ARTICLE X

LIMITATION OF DIRECTOR LIABILITY

            No Director shall be personally liable to the Corporation for monetary damages for breach of his duties as a Director except for liability:  (a) for any transaction in which the Director's personal financial interest is in conflict with the financial interests of the Corporation; (b) for acts or omissions not in good faith or which involve intentional misconduct or are known to the Director to be a violation of law; or (c) for any transaction from which the Director derives an improper personal benefit. 

            If the Kentucky Revised Statutes are amended after approval of this Article to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be deemed to be eliminated or limited by this provision to the fullest extent then permitted by the Kentucky Revised Statutes, as so amended.  Any repeal or modification of this Article shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

ARTICLE XI

LIMITATION ON DISTRIBUTIONS

            No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, Trustees, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II above.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and that the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 

ARTICLE XII

DISSOLUTION

            Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the 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.  Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes. 

ARTICLE XIII

INCORPORATOR

            The name and address of the Incorporator is Wendy Ward, 400 E. Gray St., Room 131, Louisville, Kentucky 40202. 

            Signed by the Incorporator at Louisville, Kentucky this ______________ day of August, 2001. 

                                                                        _______________________________________

                                                                        Wendy Ward, Incorporator

Consent of Initial Agent for Service of Process

            I, Wendy Ward, having a principal place of business of 400 E. Gray St., Room 131, Louisville, Kentucky, hereby agree and consent to serve as registered office and agent for service of process of Louisville/Jefferson County Communities in Charge Coalition, Inc.

                                                                        _______________________________________

                                                                        Wendy Ward, Registered Agent

            Date:_________________________________

This instrument prepared by:

__________________________

Edward L. Schoenbaechler, Esq.

HALL, RENDER, KILLIAN, HEATH & LYMAN, P.S.C.

The KHA Building, Suite 102

2501 Nelson Miller Parkway

Louisville, Kentucky  40223

(502) 253-1114

FAX:  (502) 253-1237

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