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.
ARTICLE 1. NAME
Section 1.1 The name of this association shall be Arkansas
On-Site Wastewater
Association, which may be referred to as "ARKOWA".
ARTICLE 2. PURPOSES
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.
ARTICLE 3. OFFICES
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.
ARTICLE 4. MEMBERSHIP
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.
ARTICLE 5. DIRECTORS
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.
ARTICLE 6. OFFICERS
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.
ARTICLE 7. MEETINGS
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.
ARTICLE 8. DUES
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.
ARTICLE
9. EXECUTION OF INSTRUMENTS
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.
ARTICLE 10. RECORDS AND REPORTS
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.
ARTICLE
11. AMENDMENT OF BY -LAWS
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.
ARTICLE
12. FISCAL YEAR
The
fiscal year end of the association shall be the 31st day of December
of each year.
ARTICLE
13. DISSOLUTION
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
Incorporator
Peggy
D. Daley
Incorporator