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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’s 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 “Decisions in the Interim” section of the formal board minutes at the next regularly scheduled meeting of the Board.