Article IV: Meetings
An annual meeting of the members shall be held during the last quarter of each calendar
year in Fort Smith, Arkansas, at a time, date, and place set by the Chair. At the
annual meeting of the Board of Directors, the Board shall elect members (except for
the two members appointed by the University of Arkansas System) and officers as provided
in these Bylaws and shall transact such other business as may be brought before the
meeting. In the event that directors or officers, or both, are not elected at the
annual meeting, either or both may be elected at the next special or regular meeting
of the Board of Directors.
Special meetings of the members may be called by the Chair or by any four members
of the Board of Directors, but if all of the members shall meet at any time and place
and consent to the holding of a meeting, such meeting shall be valid without call
or notice, and at such meeting any corporate action may be taken. Such special meetings
of the Board of Directors shall be held in Sebastian County, Arkansas, at a time,
date, and place designated in the notice of the meeting.
Notice of any special meeting of the Board of Directors shall be given at least two
(2) days previously thereto by written notice. 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.
Written or electronic notice stating the place, day, and hour of any meeting of members
shall be sent to each member entitled to vote at such meeting, not less than two (2)
nor more than thirty (30) days before the date of such meeting. In case of a special
meeting or when required by statute or by these Bylaws, the purpose or purposes for
which the meeting is called shall be stated in the notice.
At any meeting of members, a member entitled to vote may vote by proxy executed in
writing by the member or by the person holding the member鈥檚 power of attorney.
For business to be conducted at the annual meeting or any special meeting of the Board,
at least one-third of the members shall be physically present, and the number of members
in attendance or represented by proxy shall be at least 51 percent of the total membership.
Actions approved by majority vote shall be considered actions of the Board of Directors,
unless the action of a greater number is required by law or by these Bylaws.
Online meetings (by e-mail) of the members may be called by the Chair, without notice,
for matters which must be decided upon prior to the next scheduled meeting of the
Board. This does not preclude the ability of the Board to make decisions by calling
a special meeting, by conference call, or by regular postal mail.
In online meetings, the Chair of the Board shall present the motion which must be
seconded by a Board member, to the entire Board membership by e-mail for discussion.
Discussion of the issue should relate directly to the motion. The Chair may defer
the motion to the next regularly scheduled board meeting at any time.
Board members must vote (by e-mail, proxy, or power of attorney) within two (2) business
days of the call for vote. The quorum for action by the Board via email shall be 51
percent of the total membership. Actions approved by majority vote shall be considered
actions of the Board of Directors, unless the action of a greater number is required
by law or by these Bylaws.
The status of all email motions will be recorded in the 鈥淒ecisions in the Interim鈥�
section of the formal board minutes at the next regularly scheduled meeting of the
Board.