By-Laws Of

Arkansas On-Site Wastewater Association


Preamble. This association is a Non-Profit Corporation organized and operated

under the applicable laws of the State of Arkansas.



Section 1.1 The name of this association shall be Arkansas On-Site Wastewater

Association, which may be referred to as "ARKOWA".



Section 2.1 The purposes of the association are to:

1. Provide persons engaged in the design, installation, maintenance, and regulation of on-site wastewater treatment and disposal systems an association through which lawful efforts may be made towards solving problems of on-site wastewater with the result that the general public shall receive the highest possible standard of safe, sanitary and environmentally sound on-site wastewater service.

2. Provide a forum for research, exchange of ideas, information and technology among private industry, professionals and government policy makers and regulators.

3. Develop programs to further the education, training and certification of persons involved in design, installation, maintenance and regulation of on-site systems.

4. Actively participate in public and private efforts in development and acceptance of new and improved practices, policies, laws and regulations for on-site wastewater treatment and disposal.

5. Develop, sponsor and support programs to improve on-site wastewater treatment and disposal, including uniform standards for on-site technologies.

6. Participate as a member in other local, state or national associations with common needs, goals or purposes.

7. Do any and all lawful things necessary, convenient or incidental to carrying out the foregoing purposes and to engage in any lawful activity for which corporations may be organized under the Arkansas Nonprofit Corporation Act of 1993.

8. Provide for professional representation and contract for assistance and the ability to coordinate and respond to the common needs of members including, without limit, membership benefit programs.

9. No part of the net earnings of the association shall inure to the benefit of any member or any private individual nor shall the association engage in a regular business of a kind ordinarily carried on for profit.



Section 3.1 Registered Agent and Office - Location. The location and post office address of the registered office and agent of the association shall be determined annually.





Section 4.1 Membership. Membership in the association shall be open to those Individuals and organizations involved in onsite wastewater work who have paid full membership dues and are:

1. Individual Members

An individual member is any person involved in the wastewater industry.

2. Corporate Members

A corporate member is an employee or agent of a business or government entity involved in the wastewater industry.

3. Organizational Affiliate Member

An organizational affiliate member is a person that is a member of a similar association in a different state or region. Membership shall be granted for the purpose of a reciprocal exchange of information, materials and benefits.

4. Student Member

A student member is any Student enrolled full time in an accredited college or technical program relating to the wastewater industry.

5. Associate Member

An associate member is any individual interested in receiving information distributed by the Association, without the rights and benefits of the other membership categories.

6. Honorary Member

An honorary member is an individual who has rendered outstanding and meritorious service in the furtherance of the objectives of this Association. An honorary membership shall be proposed by the Board of Directors and confirmed by majority vote at the annual meeting and such membership shall be for life.

Section 4.2 Voting. Voting shall be restricted to individual and corporate members. Associate, student, organizational affiliate, and honorary members shall not be allowed to vote, except in an advisory capacity as determined by the Board of Directors. Voting for the election of Directors may be by voice or a ballot vote. Voting may be done by written proxy or, if not challenged by the Board, by verbal proxy.



Section 5.1 Powers. All corporate powers of the association shall be exercised by, or under authority of, and the business and affairs of the association shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by the Arkansas Non-Profit Corporation Act of 1993, the Articles of Incorporation, or these By-Laws, as to actions to be authorized or approved by the members. The Board of Directors may, by contract or otherwise, give general or limited or special power and authority to the officers and employees of the association to transact the general business, or any special business of the association, and may give powers of attorney to agents of the association to transact any special business requiring such authorization.

Section 5.2 Number and Qualification of Directors. The authorized number of directors shall be five (5). The directors will be elected at the annual association meeting. Directors must be full members of the association. There shall be at least one member of the Board of Directors representing each of the following interests: manufacturers, designated representatives, monitoring, installers, and pumpers

Section 5.3 Election and Term of Office. The initial Board has been structured by the Incorporators with two (2) Directors to three year terms, two (2) Directors to two year terms and one (1) Director to a one year term; after which succeeding Directors will be elected to three year




terms, and shall hold office until successors are elected, or until the death, resignation, or removal of a director.

 Section 5 .4 Vacancies .Vacancies in the Board of Directors may be filled by the appointment of a current member by a majority of the remaining directors. Each person so appointed shall be a director until a successor is elected by the members, who may make such election at the next annual meeting of the members or at any special meeting duly called for that purpose and held prior thereto. The members may elect a director at any time to fill any vacancy not filled by appointment.

Section 5.5 Removal of Directors.

The entire Board of Directors or any individual director may be removed from office in the manner provided by the Arkansas Nonprofit Corporation Act of 1993. A director's office shall be vacant until filled as provided in Section 5 .4.

Section 5.6 Compensation.

Directors and members of Committees shall serve without compensation except for reimbursement for expenses, as may be fixed or determined by resolution of the board.

Section 5.7 Indemnification of Directors and Officers.

The Board of Directors may authorize the association to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against present or former Directors, officers, or employees of this association allowed by the Arkansas Non-Profit Corporation Act of 1993 and as provided in the Articles of Incorporation.



Section 6.1 Titles and Appointment.

 The officers of the association shall be a President, a Secretary, a Treasurer and such assistants and other officers as the Board of Directors shall from time-to-time determine. Any two offices, except President and Secretary, may be held by one person and any office, except President and Secretary, may be left unfilled for any period in the discretion of the Board of Directors. All principal officers shall be elected by and hold office at the pleasure of the Board of Directors.

Section 6.2 President. The President shall preside at all directors' and members' meetings, shall have general management of the affairs of the association, shall sign all written contracts of the association, shall appoint and discharge all agents and employees, subject always to the approval of the Board of Directors, and subject to the right of the Board of Directors to remove or discharge the same, and shall perform all such other duties as are incident to the office or as may be required by the Board of Directors.

Section 6.3 Secretary. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; shall keep the minutes of all proceedings of meetings of members and of the Board of. Directors; shall be custodian of the Corporate Seal; and shall perform such other duties as are incident to the office or as are assigned by the Board of Directors or by the President.

Section 6.4 Treasurer. The Treasurer shall receive and have custody of all the funds and securities of the association; shall keep adequate and correct accounts of the association's properties and business transactions; and shall perform such other duties as may be required by the Board of Directors or by the President. A fidelity bond in the amount of $100,000 or such other amount as the board shall from time to time determine may be purchased for the protection of the association. The books of the association shall be subject to periodic audit as deemed necessary and prudent by the board.

Section 6.5 Other officers. In addition to the foregoing officers, the Board of Directors may from time-to-time, elect such other officers as they may see fit, with such duties as the Board may deem proper.



Section 7.1 Place. All meetings shall be held at the principal office of the association, or any other place within or without this state, as may be designated for that purpose from time-to-time by the Board of Directors.

Section 7.2 Time. The annual meetings of the members shall be held at a time and location deemed suitable by the board.  However, the meeting must be held within 14 months of the previous meeting in order to allow for orderly election of officers. Following elections, the new board shall meet within 2 weeks in order to organize itself and appoint officers.

Section 7.3 Special Meetings.

1. Special meetings of the members for any purpose or purposes whatsoever may be called at any time and place as the Board of Directors may prescribe.

2. Special meetings of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any two Directors.

Section 7.4 Notice.

1. Notice of the annual meeting of members shall be given as required by the Arkansas Nonprofit Corporation Act of 1993.

2. Notice of special meetings of members, specifying the place, the day and hour of the meeting, and the general nature of the business to be transacted, shall be given in writing to each member entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the date of the meeting, either personally or by mail or other means of written communication, addressed to the member at his address appearing on the books of the association or given by him to the association for the purpose of notice.

3. Notices of special meetings of the Board of Directors, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or transmitted by facsimile, electronic mail or personally delivered to each Director.

Section 7.5 Quorum.

I. The presence in person or by proxy of three Board members shall constitute a quorum for the transaction of business, provided that there are at least six voting members in attendance.

2. Three of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business of the Board of Directors, except to adjourn as hereinafter provided. Every act of decision done or made by a quorum shall be regarded as the act of the Board of Directors, unless a greater number be required by the Articles of Incorporation.

Section 7.6 Consent of Absentees. No defect in the calling or noticing of a members' meeting will affect the validity of any action at the meeting if a quorum was present.

Section 7.7 Acting Without Meeting.

1. Action may be taken by members without a meeting if each member entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the association.

2. Any action required or permitted to be taken by the Board of Directors, may be taken without a meeting, and with the same force and effect as a unanimous vote of directors, if all members of the board shall individually or collectively consent in writing to such action.

Section 7.8 Adjournment.

1. An adjournment or adjournments of any annual or special meeting may be taken without any notice being given. Any meeting at which Directors are to be elected shall be adjourned only from day-to-day until such Directors have been elected. Should any annual or special meeting be canceled, notification shall be given in advance to those members concerned.

2. A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour .Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned. In the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn from time-to-time until the time fixed for the next regular meeting of the board.

Section 7.9 Conduct of Meetings. The President, or, in the absence of the President, any director selected by the directors present shall preside at meetings of the Board of Directors. The Secretary of the association, or in the absence of the Secretary, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.



Section 8.1 Dues. Each member shall be assessed dues in the following manner:

Individual member $50.00

Corporate member $120.00 (includes first three members)

$35.00 (for each additional member.)

Organizational Affiliate $25.00

Associate member $15.00

Student member $15.00

Honorary Member No fee

Section 8.2 Dues are payable on or before December 31 of each year.



Section 9.1 The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the association.



Section 10.1 Records of Corporate Meetings and Member Register. The association shall keep, at its registered office, (1) complete records of all the proceedings of the Board of Directors and members and, (2) a member register giving the names of the members in alphabetical order and/or by county and showing their respective addresses and telephone numbers.

Section 10.2 Copies of Resolutions. Any person dealing with the association may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or members, when certified by the President or Secretary.

Section 10.3 Books of Account. The association shall keep appropriate and complete books of account.

Section 10.4 Money. Monies received by the association for any purpose whatsoever may be deposited in an account in any commercial bank by the Board of Directors and all withdrawals from such account shall be by check signed by an officer or officers of the association as may be from time-to-time designated by the Board of Directors. Monies received may be placed in specific accounts designated the Board for the sole purpose of conducting activities affiliated with the Association.

Section 10.5 Inspection of Books and Records. All books and records provided for by statute shall be open to inspection of the directors and members from time-to-time and to the extent expressly provided by statute, and not otherwise.

Section 10.6 Annual Report. The requirements of an annual report to members are hereby dispensed with.

Section 10.7 Reports to Agency. Annual and periodic reports required by law shall be prepared, verified by an officer of this association who is a licensed person and timely filed.







Section 11.1 Amendment of By-Laws by members and Directors. Amendments to the By-Laws and every part thereof, may from time-to-time and at any time be amended, altered, repealed, and new or additional Bylaws may be proposed by any member.

Section 11.2 The amendment(s) must be presented in writing, showing the article or section as worded, and also as proposed. The language to be deleted shall be marked out and proposed shall be underlined.

Section 11.3 The amendment(s) shall be adopted as follows:

1. By the vote of the members entitled to exercise a majority of the voting power of the association or by the written assent of such members; or

2. Subject to such right of members, by a majority vote of the directors present at any meeting of the board at which a quorum is present, provided, however, that the Board of Directors may not adopt a By-Law or amendment thereof changing the authorized number of directors.



The fiscal year end of the association shall be the 31st day of December of each year.



Dissolution shall be accomplished in the manner provided by the Arkansas Non-Profit Corporation Act of 1993.



ADOPTED by unanimous resolution of the Incorporators this 24th day of April, 2010.





Jimmy D. Daley






Peggy D. Daley