Offices
Registered Office and Registered Agent
The registered office of
the foundation shall be located in the State of Arkansas
at such place as may be fixed from time to time by the Officers upon filing of
such notices as may be required by law. The registered agent shall have a
business office identical with such registered office.
Other Offices
The foundation may have other offices within or
outside the State of Arkansas at
such place or places as the Officers may from time to time determine.
ARTICLE II
Designations
The officers of the foundation shall be a
President, one Vice President, an Executive Director, a Secretary, an Assistant
Secretary, a Treasurer, an Assistant Treasurer, and an Auditor. All officers
shall be elected by the Board of Incorporators for a term of two years. Such
officers shall hold office until their successors are elected and qualified.
Any two or more offices may be held by the same person, except the offices of
President and Secretary. If deemed necessary, the Executive Director, in
close consultation with the President, may appoint area coordinators of the
foundation for Other Offices.
The President
The President shall preside at all meetings, shall
have general supervision of the affairs of the foundation, and shall perform
such other duties as are incident to the office or are properly required of the
President by the Board of Incorporators.
Vice President
During the absence or disability of the
President, the Vice President shall exercise all the functions of the
President. The Vice President shall have such powers and discharge such duties
as may be assigned to him or her by the Board of Incorporators from time to
time.
Secretary and Assistant Secretary
The Secretary shall issue
notices for all meetings,
shall keep minutes of
all meetings, shall have charge of the seal and the corporate books, and shall
make such reports and perform such other duties as are incident to the office,
or are properly required of the Secretary by the Board of Incorporators. The
Assistant Secretary shall perform all of the duties of the Secretary in the
absence or disability of the Secretary; and at other times may perform such
duties as are directed by the President.
The Treasurer and Assistant Treasurer
The Treasurer shall have
the custody of all monies and securities of the foundation; and shall keep
regular books of account. The Treasurer shall disburse the funds of the
foundation in payment of the just demands against the foundation or an account
of all transactions undertaken as Treasurer and of the financial condition of
the foundation. The Treasurer shall perform such other duties as are incident
to the office or are properly required by the Board of Incorporators. The
Assistant Treasurer shall perform all of the duties of the Treasurer in the
absence or disability of the Treasurer; and at other times may perform such
other duties as are directed by the President.
Executive Director
The Executive Director shall be responsible
for the administration and conduct of the business and affairs of the
foundation pursuant to guidelines established by the Board. The Executive
Director shall have full authority for direction of the employees of the
foundation, if any. The Executive Director may be compensated for his or her
services in that capacity in such amount and manner as the Board of
Incorporators shall determine.
Delegation
If any officer of the foundation is absent or unable
to act and no other person is authorized to act in such officer's place by the
provisions of these Bylaws, the Board of Incorporators may from time to time
delegate the powers or duties of such officer to any other officer or any other
person it may select.
Vacancies
Vacancies in any office arising from any cause may be
filled by the Board of Incorporators at any regular or special meeting of the
Board.
Other Officers
The Board of Incorporators may appoint such other
officers or agents as it shall deem necessary or expedient,
who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Incorporators.
Loans
No loan shall be made by the foundation to any elected or
appointed officer; or to their immediate or extended families.
Term - Removal
The officers of the foundation shall hold office
until their successors are chosen and qualified. Any officer or agent elected
or appointed by the Board of Incorporators may be removed at any time, with or
without cause, by the affirmative vote of a majority of the whole Board of
Incorporators, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Bonds
The Board of Incorporators may, by resolution, require
any and all of the officers to provide bonds to the foundation, with surety or
sureties acceptable to the Board, conditioned for the faithful performance of
the duties of their respective offices, and to comply with such other
conditions as may from time to time be required by the Board of Incorporators.
ARTICLE III
Fiscal Year
The foundation's fiscal year shall be from January 1st through December 31st.
ARTICLE IV
Depositories
The monies of the foundation shall be deposited in the name of the foundation
in such bank or banks or trust company or trust companies as the Board of
Incorporators shall designate, and shall be drawn from such accounts only by
check or other order for payment of money signed by such persons, and in such
manner, as may be determined by resolution of the Board of Incorporators.
The monies of the foundation may be deposited or invested in low-risk accounts
such as checking, money market, certificates of deposit, government treasuries,
and other fixed-interest instruments, as may be determined and approved by the
Board of Incorporators from time to time. All interest and income
generated from any of these accounts will become part of the foundation fund.
ARTICLE V
Except as may otherwise be required by law, any notice to any officer may be
delivered personally or by mail or by electronic mail. If mailed, the notice
shall be deemed to have been delivered when deposited in the United
States mail, addressed to the addressee at
his or her last known address in the records of the foundation, postage
prepaid.
ARTICLE VI
The corporate seal of the foundation, if any, shall be in such form and bear
such inscription as may be adopted by resolution of the Board of Incorporators,
or by usage of the officers on behalf of the foundation.
ARTICLE VII
Indemnification of Officers, Employees, and Agents
The foundation shall indemnify its officers, employees and agents to the
greatest extent permitted by law. The foundation shall have power to purchase
and maintain insurance on behalf of any person who is or was an officer,
employee, or agent of the foundation or who is or was serving at the request of
the foundation as an officer, employee, or agent of another foundation,
partnership, joint venture, trust, other enterprise, or employee benefit plan,
against any liability asserted against such person and incurred by such person
in any such capacity or arising out of any status as such, whether or not the
foundation would have the power to indemnify such person against such liability
under the provisions of this Article.
ARTICLE VIII
Conflicting Interest Transactions
Definitions
For purposes of this Article:
A. "Conflicting interest" means the interest an officer has respecting a transaction effected or proposed to be effected by the foundation or any other entity in which the foundation has a controlling interest if:
(1) The officer knows at the time the foundation takes action that the Executive Director or a related person is a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the officer’s judgment if the officer were called upon to vote on the transaction; or
(2) The transaction is brought before the Board for action, and the officer knows at the time the Board reviews the transaction that any of the following persons is either a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the officer's judgment if the officer were called upon to vote on the transaction:
Officers' Action
(a) Majority Vote. Officers' action respecting an officer's conflicting interest transaction is effective if the transaction received the affirmative vote of a majority of (but no fewer than two) the Qualified Officers who voted on the transaction after either required disclosure to them or compliance with Paragraph (b) below.
(b) Officer's Disclosure. If an officer has a conflicting interest respecting a transaction, but neither the officer nor a related person of the officer is a party to the transaction, and if the officer has a duty under law or professional canon, or a duty of confidentiality to another person, which would prevent that officer from making the disclosure described in Paragraph 8.1E, then disclosure is sufficient if the officer:
(1) Discloses to the Officers voting on the transaction the existence and nature of the officer's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and
(2) Plays no part, directly or indirectly in their deliberations or vote.
(c) Quorum. A majority (but no fewer than two) of the Qualified Officers constitutes a quorum for purposes of action that comply with this Article. Officers' action that otherwise complies with this Article is not affected by the presence or vote of an officer who is not a Qualified Officer.
ARTICLE IX
Books and Records
The foundation shall keep correct and complete books and records of account
and shall keep minutes of the proceedings of its Board of Incorporators; and
shall keep at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its Officers, giving the
names and addresses of all Officer.
ARTICLE X
The Board of Incorporators shall have power to make, alter, amend, and
repeal the Bylaws of this foundation; provided, that the Board will not approve
any such alteration, amendment, or repeal that would adversely impact the
rights of any class of Officers unless such alteration, amendment, or repeal
shall first have received the approval of two-thirds (2/3) of the Officers of
such class.
Adopted by resolution of the foundation's Board of
Incorporators on _____________, 2004.
_____________________________
Secretary
