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BYLAWS


ARTICLE I

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

Officers


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

Notices

        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

Seal

        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:

(a) An entity of which the officer is an executive director, general partner, agent or employee;

(b) An entity that controls, is controlled by, or is under common control with one or more of the entities specified in (a); or

(c) An individual who is a general partner, principal, or employer of the officer.

B. "The officer's conflicting interest transaction" means a transaction effected or proposed to be effected by the foundation or any other entity in which the foundation has a controlling interest respecting which an officer of the foundation has a conflicting interest.

C. "Qualified Officer" means any officer who does not have either:

(1) A conflicting interest respecting the transaction; or

(2) A familial, financial, professional, or employment relationship with a second officer who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first officer's judgment when voting on the transaction.

D. "Related person" of an officer means:

(1) A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household as, the officer, or a trust or estate of which any of the above individuals is a substantial beneficiary; or

(2) A trust, estate, incompetent, conservatee, or minor of which the officer is a fiduciary.

E. "Required disclosure" means disclosure by the officer who has a conflicting interest of:

(1) The existence and nature of the officer's conflicting interest; and

(2) All facts known to the officer respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with 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

Amendments

        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