AMENDED AND RESTATED BYLAWS OF KENTUCKY PSYCHOLOGICAL FOUNDATION, INC. ARTICLE 1 PURPOSE 1.1 The purpose for which Kentucky Psychological Foundation, Inc., a Kentucky non-stock, nonprofit corporation (the "Corporation"), is to conduct charitable and educational activities consistent with its Articles of Incorporation. ARTICLE 2 OFFICES 2.1 Principal Office. The mailing address of the Corporation's principal office shall be 8004 Lyndon Centre Way, Suite 202, Louisville, Kentucky 40222. The Corporation may conduct its affairs, carry on its operations, have other offices and exercise its powers within or without the Commonwealth of Kentucky, as the Board of Directors may, from time to time, determine or the business of the Corporation may require. 2.2 Registered Office. The Corporation's registered office in Kentucky and the registered agent at such office upon whom any process, notice or demand required or permitted by law to be served upon the Corporation shall be as stated in the Articles of Incorporation or as subsequently changed by resolution of the Board of Directors. The registered office may be, but need not be, the same as the Corporation's principal office in the Commonwealth of Kentucky. ARTICLE 3 POLICIES 3.1 Powers of Corporation. The Corporation shall have and may exercise all powers necessary or convenient to effect its purposes set forth in Article III of the Articles of Incorporation and in particular all powers as are set forth in the Articles of Incorporation and Chapter 273 of the Kentucky Revised Statutes as now stated and as hereafter amended, to the extent such powers are not in contravention of the Corporation's charitable purposes. 3.2 Cooperation with Other Organizations. The Corporation may cooperate with other organizations, agents or individuals concerned with the promotion of the objectives of the Corporation, but no person shall bind the Corporation without authorization of the Board of Directors of the Corporation. 2 ARTICLE 4 SOLE MEMBER 4.1 The Kentucky Psychological Association, Inc. shall be the sole member of the Corporation. The sole member shall have such other rights as are set forth in the Corporation’s Articles of Incorporation and in these Bylaws. The sole member shall not be required to pay a membership fee (whether designated as dues, contributions, initiation fees, or otherwise) for the right to be a member of the Corporation. ARTICLE 5 DIRECTORS 5.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. 5.2 Number, Term of Office, Qualifications. (a) The Board of Directors shall consist of seven (7) to eleven (11) individuals. Each member of the Board of Directors (each, a “Director”) shall serve a two (2) year term, and each Director shall hold office until his or her successor is duly elected or appointed and qualified. Nothing contained herein shall prevent a Director whose term has expired from seeking immediate re-election. At each annual meeting of the Corporation, Directors shall be elected by majority vote of the other Directors to serve two (2) years starting January 1st of the upcoming year. Three (3) to five (5) of the members will have terms that end in an odd year; three (3) to five (5) of the members will have terms that end in an even year. (b) The Nominating Committee, consisting of the Executive Committee of the Kentucky Psychological Association plus two board members of the Corporation, shall present a slate of proposed Board members for election by the Board. 5.3 Vacancies. Whenever there is a vacancy on the Board of Directors by reason of death, resignation or otherwise, the remaining members of the Board may elect an individual for the vacancy. The Director(s) so elected shall hold office for the unexpired term of his or her predecessor in office. 5.4 Resignation. A Director may resign at any time by giving notice thereof in writing to the Board of Directors, the President or the Secretary. Such resignation shall take effect at the time of receipt by the person receiving the resignation, or at a later time specified in the written notice of resignation. 5.5 Removal of Directors. The Board of Directors may remove any Director with or without cause by the affirmative vote of seventy-five percent (75%) of the remaining Directors and may declare his office vacant and elect an individual for the vacancy as provided in this Article 5. In addition, the sole member may remove a Director at any time with or without cause. 3 5.6 Meetings. (a) Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held for the purpose of electing officers and the transaction of such other business as may properly come before the meeting. The Board of Directors may provide by resolution the time and place, either within or without the Commonwealth of Kentucky, for the holding of regular meetings each calendar quarter without other notice than such resolution. (b) Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of the President of the Corporation or any five (5) Directors of the Corporation. All special meetings of the Board of Directors shall be held at the principal office of the Corporation or such other place as may be specified in the notice of the meeting. (c) Notice. Notice of any special meetings of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or electronic transmission to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. For purposes of this paragraph (c), notice by electronic transmission may include any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws. (d) Quorum. A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. (e) Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation or these Bylaws. (f) Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, which sets forth the action so taken, is signed by all of the Directors. Such consent shall have the same effect as a unanimous vote of the Board of Directors. (g) Proxies. Any member of the Board of Directors may be represented at any meeting by another member of the Board by giving such member a signed statement that such other member shall serve as his or her proxy. Such proxy shall be valid for only one (1) meeting and must be executed within twelve (12) hours of such meeting. Proxies shall be presented to the Board of Director's Secretary at the beginning of a meeting and shall be counted as part of the required number for a quorum. 4 5.7 Committees. The Board of Directors by resolution may designate one or more committees, each of which may consist of at least two (2) Directors, which committee(s) shall make recommendations of proposed action to the Board of Directors, or to the extent provided in said resolution shall have and exercise the authority of the Board in the management of the Corporation to the extent permitted by applicable law. ARTICLE 6 OFFICERS 6.1 Offices. The Officers of the Corporation shall be a President, a Vice-President, a Treasurer and an Executive Director, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed and their duties defined by the Board of Directors. Any two or more offices may be held by the same person. 6.2 Number, Term of Office. Except as provided herein, the officers of the Corporation shall be elected by the Board of Directors at each annual meeting of the Board of Directors. If the election of officers shall not be held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office for a period of two (2) years, and until such officer's successor shall be duly elected or until such officer's death or until such officer shall resign or shall have been removed in the manner hereinafter provided. 6.3 Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President, Vice-President, or Executive Director of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 6.4 Subordinate Officers. The Board of Directors may appoint other officers or agents, each of whom shall hold office for such period, have such authority and perform such duties as the Board determines. The Board of Directors may delegate to any officer the power to appoint any such subordinate officers or agents and to prescribe their respective authorities and duties. 6.5 Vacancies. A vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office. 6.6 President. The President shall preside at all meetings of the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed 5 or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The Board of Directors may confer like powers on any other person or persons. 6.7 Vice-President. The Vice-President shall fulfill the duties of the President in his or her absence. The Vice-President shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and of the seal, if any, of the Corporation, keep a register of the contact information of each Director, and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors. 6.8 Treasurer. Unless the Board of Directors determines that it is not in the best interests of the Corporation, the Board of Directors shall elect the acting treasurer of the Kentucky Psychological Association to the office of Treasurer for the Corporation. The Treasurer shall have charge and custody of the funds of the Corporation. These funds shall be deposited in the name of the Corporation in such banks, trust companies and other depositories as shall be selected by the Board of Directors. The Treasurer shall oversee the collection of monies due to the Corporation and shall have authority to sign checks and drafts on behalf of the Corporation for the disbursement of funds for the duly authorized purposes of the Corporation. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of such Treasurer's duties in such sum and with such surety or sureties as the Board of Directors shall determine, the expense of which may be borne by the Corporation. In cooperation with the Executive Director, the Treasurer shall submit a financial statement of the Corporation including reporting at each meeting of the Board of Directors and at each meeting of the board of directors of Kentucky Psychological Association. The Treasurer, in consultation with the staff, shall be responsible for preparing a proposed annual budget for the Corporation for submission to the Board of Directors. The Board of Directors may delegate authority to the Executive Director or other staff to perform routine functions of a financial nature. No later than sixty (60) days after the close of the fiscal year, the Treasurer shall submit an itemized financial statement to an audit committee appointed by the Board of Directors for the purposes of conducting an annual audit. 6.9 Executive Director. The Board of Directors may create the position of Executive Director and select the individual to serve in that position. If the Board of Directors so chooses it may select the individual who is acting as the executive director of the Kentucky Psychological Association to serve as the Corporation's Executive Director. In addition to such other duties as the Board of Directors may determine, the Executive Director shall be responsible for supervising the day-to-day operations of the Corporation. The Executive Director shall be a nonvoting ex officio member of the Board of Directors 6 ARTICLE 7 COMMITTEES 7.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members an Executive Committee consisting of at least three (3) Directors. (a) Authority. When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee, and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending, altering or repealing these Bylaws, appointing or removing any member of the Executive Committee, amending the Articles of Incorporation, restating the Articles of Incorporation, adopting a plan of merger or consolidation with another corporation, authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation, authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore, adopting a plan for the distribution of the assets of the Corporation, or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee. (b) Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular or annual meeting of the Board of Directors following such Executive Committee member's designation and until such Executive Committee member's successor shall be duly designated and qualified. (c) Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not less than one (1) day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail, postage prepaid, and addressed to the Executive Committee member at such Executive Committee member's address of record. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any Executive Committee member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting. (d) Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof. Action of the Executive Committee must be authorized by an affirmative vote of a majority of the Executive Committee members present at a meeting at which a quorum is present. (e) Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee. 7 (f) Vacancies. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors. (g) Resignation and Removal. Any member of the Executive Committee may be removed at any time, with or without cause, by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 7.2 Other Committees; Composition and Direction. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members such other committees as from time to time it may consider necessary or appropriate to conduct the affairs of the Corporation, each of which committee shall consist of at least two (2) Directors of the Corporation. Each such committee shall have such power and authority as the Board of Directors may, from time to time, legally establish for it. The tenure and qualifications of the members of each committee, the time, place and organization of such committee's meetings, the notice required to call any such meeting, the number of members of each such committee that shall constitute a quorum, the affirmative vote of the committee members required effectively to take action at any meeting at which a quorum is present, the action that any such committee can take without a meeting, the method in which a vacancy among the members of such committee can be filled, and the procedures by which resignations and removals of members of such committee shall be acted upon or accomplished, shall be fixed by the resolution adopted by the Board of Directors relative to such matters. 7.3 Nominating Standing Committees. The nominating standing committee of the Board shall be the Executive Committee of the Kentucky Psychological Association and two members of the Board. ARTICLE 8 BOOKS AND RECORDS 8.1 Books and Records. The Corporation shall keep correct and complete books and records of account and minutes of the meetings of the Board of Directors. ARTICLE 9 FISCAL YEAR 9.1 Fiscal Year. The fiscal year shall begin the 1st day of July of each year. ARTICLE 10 LOANS TO DIRECTORS OR OFFICERS 10.1 Prohibition of Loans. In accordance with Chapter 273 of the Kentucky Revised Statutes, as now stated and as hereafter amended, the Corporation shall not lend money to or use its credit to assist its directors or officers. 8 ARTICLE 11 AMENDMENTS 11.1 Amending Bylaws. These Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation. These Bylaws may be amended, altered or repealed in any manner, not inconsistent with the Articles of Incorporation or with the laws of the Commonwealth of Kentucky, at any meeting of the Board of Directors; provided, however, that notice of the proposed change is given in the notice of the meeting. Any such amendment must also be approved by the sole member. ARTICLE 12 LIAISON 12.1 At each annual meeting of the Board of Directors, the Board shall appoint one (1) Director to serve as a liaison to the Kentucky Psychological Association for a period of one (1) year and until his or her successor is duly appointed and qualified. These Amended and Restated Bylaws were approved and accepted on the _____day of ____________, 2023, by the Board of Directors of the Corporation. Vice-President (Approved by the KPA Foundation Board on the _____ day of ____________, 2023, and to go into effect upon the installation of the new Board of Directors.)