The Trustees shall, in the manner provided by in the bylaws, elect a chair, vice chair, and treasurer from among themselves. The Board of Trustees shall appoint a secretary who need not be Trustees of the Board. The Chief Executive Officer shall be the Vice President of Institutional Advancement and External Relations at Kentucky State University. Shall a vacancy occur, the Chair of the Kentucky State University Thorobreds Foundation shall serve until the new Chief Executive Officer is appointed by the President of Kentucky State University. The Chief Executive Officer shall be responsible for the day to day management of the Kentucky State University Thorobreds Foundation, Inc.

The terms and duties of each officer shall be as provided in the bylaws. From time to time, the Board of Trustees may establish and provide for other officers and employees and prescribe their terms and duties.

All Trustees and officers of the Corporation will annually disclose any conflict of interests and abide by the established Conflict of Interest Policy.

The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, Trustee, or employee of the Corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties, and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity. However, no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Corporation. It is further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Trustees who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors, and administrators of persons entitled to indemnification hereunder. The right of indemnification under these Articles of Incorporation shall be in addition to, and not exclusive of, all other rights to which any person may be entitled.

No amendment or repeal of the provisions of these Articles of Incorporation which adversely affects the right of an indemnified person under these Articles shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by, or was made with the written consent of, such indemnified person.