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Arkansas Apartment Association

 

About the Arkansas Apartment Association:

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During the year, we host events such as trade shows, seminars, relay races, luncheons, golf events, and riverboat cruises. These events provide opportunities for networking, learning, and sharing ideas. The Arkansas Apartment Association is also involved with the charities Make-A-Wish Mid-South and the American Cancer Society’s Relay for Life as a way to give back to the Arkansas communities we serve.

Stay informed about the critical issues facing the multifamily industry in Arkansas. Meet fellow apartment community professionals, vendors, and suppliers. Have fun, and get involved with the community. Join the Arkansas Apartment Association today!

Code of Ethics

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ARKANSAS APARTMENT ASSOCIATION

 CODE OF ETHICS

PLEDGE

We, the members of the ARKANSAS APARTMENT ASSOCIATION, recognizing our duty to the public and to our fellow members, do hereby adopt and pledge ourselves to the CODE OF ETHICS as set forth below.

We shall:

1. Promote, employ and maintain a high standard of integrity and performance to all rental obligations and services in the operation of our properties.

2. Operate and maintain our properties and businesses in a fair and honorable manner ever mindful of the existence and intent of the Arkansas Apartment Association; and recognize and comply with this organization’s bylaws, and to seek no unfair advantage over any other member of the Arkansas Apartment Association; and to conduct our business in such a manner to avoid controversies, discontent and unrest with and among other member of the Arkansas Apartment Association.

3. Strive continually to promote the education and fraternity of the membership and to promote the progress and dignity of our industry in creating a better image of itself in order that the public may be better served.

4. Establish high ethical standards of conduct within our industry.

5. Refrain from all schemes to mislead or defraud the public through advertising or otherwise, by deceptive, misleading, or fraudulent statements, misrepresentations, or implications, unwarranted by fact.

CODE OF ETHICS

ARTICLE 1. Members of the Association should keep themselves informed on matters affecting our industry, the state, and the nation, so that they may be able to contribute responsibly to public policies and current market conditions in order to be in a position to deal fairly and effectively with members of our industry.

ARTICLE 2. In justice and equity to members of the public, members of the Association should endeavor always to be informed regarding laws, proposed legislation, governmental regulations, public policies and current market conditions in order to be in a position to deal fairly and effectively with members of our industry.

ARTICLE 3. It is the duty of the members of the Association to protect the public against fraud, misrepresentation, and unethical practices in the apartment industry. Each member should endeavor to eliminate in their own business and within their own portfolio any practices that could be damaging to the public or bring discredit to the apartment industry and the Association. Members should assist all pertinent governmental agencies charged with regulating the practices and operation of the apartment industry.

ARTICLE 4. The members of the Association should seek no unfair advantage over other members of the Association and should conduct their business in such a manner to avoid controversies, discontent and unrest, with and among other members.

ARTICLE 5. Members should be loyal to the Association and its Board of Directors and active in its work.

ARTICLE 6. Members of the Association should avoid exaggeration, misrepresentation or concealment of pertinent facts relevant to the Association community and its residents.

ARTICLE 7. Members of the Association shall support all fair housing laws and shall not permit discriminatory acts within the apartment industry with regard to housing and shall not deny housing to any person for reasons of race, color, religion, sex, handicap, familial status or national origin. Members of the Association shall not be a party to any plan or agreement of discrimination against a person or persons on the basis of race, creed, color, religion, sex, handicap, familial status or national origin.

ARTICLE 8. Members of the Association are expected to provide a high level of competent service to the industry.

ARTICLE 9. If a member is charged with unethical practice or is asked to present evidence in any disciplinary proceeding or investigation, he/she shall place all pertinent facts before the proper tribunal of the Association.

ARTICLE 10. Members shall be careful at all times to present a true picture in advertising and representation to the public.

ARTICLE 11. Members shall not publicly disparage the business practice or reputation of a competitor, nor volunteer an opinion of a competitor’s competency or reputation. If a member’s opinion is sought and if the member deems it appropriate to respond, such shall be rendered with strict professional integrity and courtesy.

ARTICLE 12. All members agree to abide by the Articles of Incorporation, Bylaws, Code of Ethics, disciplinary rules, operating procedures and resolutions of the Association. Additionally, should any matter regarding a member, community and/or a business operation be submitted to the Executive Committee or any other standing committee presently in existence, or to be created by the Association, the member agree to abide by the decision of such tribunal, subject of any rights of appeal that member may have.

ADMINISTRATION OF THE CODE OF ETHICS

A. Interpretation and Execution of Code of Ethics. The Executive Committee (“Committee”) shall, subject to the will of the Board of Directors, discharge the responsibilities entrusted to them in the Code of Ethics (“Code”). The Committee will responsible directly and solely to the Board of Directors. The Board of Directors will establish all regulations necessary to administer the provisions of the Code.

B. Committee. The members of the Committee shall not participate in any proceedings which are brought against or in any way concern themselves personally, their companies, apartment communities, agents or employees. The Committee, in accordance wit the regulations established by the Board of Directors, as provided herein, shall hear and determine all charges against members, affording such members an opportunity to be heard fully. The Committee shall at all times have full cooperation of all members in the Association.

C. Member Responsibilities. Members will be considered responsible for the Code violations by their agents and employees where the Committee finds, after considering all the facts, that a violation of the Code has occurred. A member shall be considered responsible for a Code violation by its agents or employees, although it had no knowledge of such violation.

D. Procedure. If it is determined by the Committee, in accordance with the regulations of this Code, that a violation has occurred, the Committee may attempt to resolve any complaint or controversy, among or against its members, by conciliatory conferences in an attempt to secure agreed settlement. Should the Committee elect not to attempt conciliatory actions, or should following such attempt the Committee be of the opinion that settlement cannot be reached, then, following a full and complete hearing wherein a decision is rendered adverse to the member, the Committee must then submit their findings and recommendation to the Board for further action.

E. Sanctions. The Committee shall be authorized to censure, suspend or expel from membership in the Association any member for any act violative of the Code.

F. Additional Functions of the Committee. The Committee shall answer as promptly as possible, all questions posed by members of the Association relating to the Code and its application, and, when appropriate, may suggest for consideration by the Board of Directors, new regulations definitions, or other implementations and amendments to more fully give effect hereto.

G. Duties of Members. Members of the Association agree to be bound by the Code of Ethics, the Association’s Articles of Incorporation, Bylaws, disciplinary rules, operations, procedures and resolutions, and recognize that the success of the Association will require diligence in creating an awareness among its members of the obligations thereunder. No member shall in any way attempt to persuade, induce or coerce another party to breach this Code, and the members hereto agree that the inducing of the breach of this Code is considered a violation of the same.

H. Amendments. This Code may be amended by a majority vote of the Board of Directors.

II. PROCEDURES

A. Receipt of Complaint. Upon receipt of a complaint that a member has violated the Code, the Committee shall request that the complaining party reduce the complaint to writing. If no written statement of the charge(s) is received from the complaining party within fifteen (15) days from the date of such request, no further action will be taken by the Committee. Once a written complaint is received, the Committee shall forward a copy of the complaint to the member against whom the charges have been made, with notifications that a preliminary investigation is being conducted and that the member will be informed of the results.

B. Post-Investigation Procedure. (1) If, after its investigation, the Committee believes that the charges are insupportable or frivolous, the Committee may terminate action on the charges. Such decision will be made known to the member in question in writing and to the complaining party who initiated the charges.

(2) If, however, the Committee believes, after its investigation, that a violation of the Code may have occurred and that further action should be taken, the Committee shall notify the accused member. The member shall have the opportunity to respond to the Committee in writing on, before, or during the next regularly scheduled Committee meeting.

(3) After the accused member has submitted his/her comments to the Committee, if the Committee is satisfied that the facts revealed by its investigation are sufficiently rebutted or that the situation that forms the basis of the complaint has been corrected, the Committee shall terminate the action on the charges and shall notify the complaining party and accused parties of its action. If the Committee, however, is of the belief that the facts are not sufficiently rebutted or that the situation has not been corrected within thirty (30) days from the time the Committee sent notice of its findings to the accused member, it shall so notify the accused member. The accused member, upon receipt of such notice, shall have the right, within fifteen (15) days, to request a hearing before the Committee. The request for such hearing must be in writing to the Committee, on or before the 15th day after the aforementioned notice from the Committee is received.

(4) If the accused member does not request a hearing or fails to request the same timely, then the Committee shall commence to set the punishment pursuant to this Code.

C. Executive Committee and Hearing Procedure. (1) If a hearing is requested in a timely manner by an accused member, the Committee shall notify its members and arrange for the convening of such a meeting for the purpose of hearing all relevant matters, which meeting must be convened within thirty (30) days from the date the request is received by the Committee.

(2) The Committee may request the accused member and the complaining parties to supply it with a brief outline of their respective positions concerning the pending allegations. Such outlines shall be disseminated to the members of the Committee, and within thirty (30) days of the receipt of those outlines, the President shall poll the members of the Executive Committee to determine whether a majority of the Committee is in favor terminating all further action, or whether a hearing should be held. In the case of the former, the President shall notify the complaining and accused parties of the Committee’s decision. If the Committee decides that a hearing should be held, the President shall select a date within the time frame designated for the same, and shall notify the parties of the same.

(3) The accused member shall be given ten (10) days notice of the date of hearing. At the hearing, the accused member shall have the opportunity to be represented by counsel and to refute the charges against the member. The member will also have an opportunity to hear the evidence and confront and cross-examine witnesses against him. The member will further have the opportunity to present witnesses for his position, which witnesses also shall be subject to confrontation and cross-examination by the Committee and it s members. All witnesses and parties shall be subject to questioning by member of the Committee. No transcript will be made of the hearing unless requested by a party who shall be responsible for the expense of make the same.

(4) The decision by the Committee will be upon a secret ballot after the Committee has had an opportunity to discuss the charges and the evidence presented during the hearing. The violation or non-violation of the Code will be determined in all hearings by a majority vote of the Committee. The Committee will determine either that no further action shall be taken or that the Committee may proceed in accordance with the provisions of the Code.

(5) The hearing will be closed to all persons except the Committee, the charging and accused parties, and all necessary witnesses.

(6) In order to conduct a hearing, a quorum of two out of the three members must be present. Should a member of the Committee disqualify himself/herself from participating in a particular proceeding, the President may appoint a temporary member to replace the disqualified member during the proceeding.

D. Restrictions. (1) At no time during the investigation or the hearing of complaining parties against a member shall any member of the Committee confer with anyone regarding an alleged violation of the Code, except as provided herein and as may be necessary to conduct the investigation and hold a hearing. All information ascertained during an investigation or hearing shall be treated as confidential. At no time during the investigation or hearing of charges shall a Committee member confer with a competitor of the member alleged to be in violation of the Code, except when it may be necessary to call a competitor as a witness to the facts, in which case the competitor shall be used only for the purpose of testifying as to the facts. At no time shall a competitor participate in the Committee’s disposition of a complaint.

(2) Upon request by the Committee or any of its members, all documents directly relating to an allege violation, shall be delivered to the Committee. Any such information obtained by the Committee shall be held in confidence in accordance with the terms of these regulations and the Code. At no time during the proceedings under regulations or under the Code shall the Committee issue a press release concerning the allegations findings of a violation of the Code, unless specifically authorized to do so by the Board of Directors. Further, the Committee shall at all times strive to keep such proceedings confidential and to avoid publicity concerning the proceeding, except as may be otherwise provided herein.

E. Appeal. Any party who receives an adverse ruling or decision by the Committee may appeal the decision to the Board of Directors. In order to perfect an appeal, a member shall file a Notice Of Intent To Appeal the decision must be filed with the Committee and the Association Executive Director within ten (10) days from the date that the accused member receives the written decision of the Committee. The Notice must state the specific grounds for the appeal. Upon receipt of such Notice, the President shall prepare a brief statement of the facts as determined by the Committee, the decision of the Committee and the basis for the decision, which is to be presented to the Board of Directors. The Board of Directors shall review the record and the Notice, hear the argument of the accused member and make a determination at its next regularly scheduled business meeting. Oral testimony of witness will not be heard by the Board of Directors. The Board of Directors shall determine whether to affirm, reverse or modify the decision of the Committee.

The powers to interpret and administer the provisions hereof shall be vested in the Executive Committee, who shall make recommendations to the Board of Directors for the suspension or expulsion, after hearing, of any member found violating the Code, or the spirit of the Code.

By-Laws

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BYLAWS OF ARKANSAS APARTMENT ASSOCIATION

ARTICLE I.
NAME


Section 1. The name of this organization shall be the Arkansas

Apartment Association, hereinafter referred to as the, “Association.”

Section 2. The Association shall be incorporated as a non-profit
organization under the laws of the State of Arkansas.

ARTICLE II.
OBJECTIVES

The objectives of the Association are to aid in the multi-family housing industry in the State of Arkansas by promoting professionalism in management through education and public information. The Association strives to maintain a sense of goodwill and understanding between the multifamily housing industry and those persons residing at multifamily housing properties in accordance with the Code of Ethics of the Association.

ARTICLE III.
MEMBERSHIP

Section 1. Membership categories in the Association shall be the following: Apartment Communities, Management/Owner Companies and Associate (Vendor/Supplier).

Section 2. Apartment Community membership will be granted to a Multi-Family Residential Rental Community.

Section 3. Management/Owner Company membership will be granted to any corporation, partnership, Limited Liability Company or other legal entity, which is in the business of managing multifamily housing property.

Section 4. Associate (Vendor/Supplier) membership will be granted to any corporation, partnership, Limited Liability Company or other legal entity, which is in the business of offering services or goods to the multifamily housing industry.

Section 5. To remain in good standing, each member shall pay all amounts owed to AAA in a timely manner so that all balances are kept current.

Section 6. If any Director or Officer that is employed by a member of the Association through his or her company ceases employment with that company, the individual shall have up to ninety (90) days to find new employment with a company which is a member or becomes a new member in the business of offering services or goods to the multifamily housing industry so that the individual can retain membership in the Association and his or her office or Director’s position. If the individual fails to find new employment with a company which is in the business of offering services or goods to the multifamily housing industry within ninety (90) days, the individual will be deemed to have resigned as a member of the AAA and his or her office or Director’s position. The Secretary shall notify the individual of his or her resignation. During the time in which individual is not employed by a company which is a member, their voting privileges will be suspended until said individual gains employment with a company which is a member or will become a member, but is still required to attend Board Meetings and perform required duties.

Section 7. Membership privileges include, but are not limited to include membership benefits to the Northwest Arkansas Apartment Association in regards to fees for events and meetings. Voting privileges do not apply unless separate member fees have been paid.

ARTICLE IV.
FISCAL YEAR

The fiscal year of the Association shall be from January 1 through December 31 of each year.

ARTICLE V.
DUES

Section 1. Annual dues shall be paid by all members. The amount of the dues shall be fixed by the Board of Directors, with approval of the membership.

Section 2. All units owned or managed by the Members in Arkansas shall be reported and counted in the calculation of dues.

Section 3. Dues for Apartment Community Members and Manager Owner Members shall consist of a fixed fee plus an additional per unit fee for each unit owned or managed.

Section 4. Payment of Dues. Dues are payable annually in advance and shall be due and payable on the first (1st) of the month of the annual anniversary date of membership. All applicants for membership must submit with their application, a full year’s dues as provided above.

Section 5. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of ninety (90) days from the date due, that member’s application shall automatically be cancelled and terminated without the necessity of action by the Board of Directors.

Section 6. Refunds. No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE VI.
BOARD OF DIRECTORS

Section 1. The Association shall be governed by a Board of Directors, which shall exercise all the powers of the Association, unless herein otherwise indicated. The Board of Directors shall consist of the Officers of the Association and the Chairs of the Standing Committees.

Section 2. The Board of Directors is authorized to employ administrative and secretarial assistance when financial and other conditions warrant and to fix the compensation and duties of the same. The payment of normal expenses such as rent for an office, telephone, stationary, etc. shall be left within the powers of the Officers.

Section 3. A vacancy in any office or Director’s position shall be filled by the Board of Directors at its discretion, with a person who meets all qualifications. The appointee shall serve until the next general election.

Section 4. The immediate Past-President of the Association, upon expiration of his/her term of office, shall automatically become an ex-officio member of the Board of Directors.

Section 5. The term of office for all board members shall be for one (1) year. No more than one (1) member that is employed by a Management Company/Owner, Apartment Community or Supplier may serve on the Board of Directors.

Section 6. A quorum shall be present when a majority (51%) of the Board Members are present.

Section 7. Board Members must maintain employment with a member in good standing.

Section 8. Removal of Board Members. Any officer, the President, Vice-President, Secretary and the Treasurer, may be removed from office at any time by a two-thirds (2/3) vote of the entire Board of Directors, with or without cause. Any director may be removed from office for good cause shown, upon the affirmative vote of two-thirds (2/3) vote in number of the remaining directors, excluding for purposes of calculating the vote, the accused director, at any special meeting of the directors, provided that notice of the intention to act upon such matters shall have been given in the notice calling such meeting or the waiver of such notice.

ARTICLE VII.
OFFICERS

Section 1. The Officers of the Association shall be President, Vice President, Secretary and Treasurer, with their duties those normally associated with such offices. No Officer shall receive salary or other compensation. Every Officer shall be a member in good standing at the time of election.

Section 2. The Officers shall have the full power and authority of the Association between regular meetings of the Board of Directors.

Section 3. The term of office for all Officers shall be for one (1) year.

Section 4. Vacancy. In the event of the resignation, removal or inability to serve of any Officer of AAA, the President may appoint a replacement selected from the Board of Directors, subject to ratification by the Board of Directors.

ARTICLE VIII.
COMMITTEES AND COUNCILS

Section 1. The Standing Committees shall be Membership, Managers Council, Education, Legislation, Associates Council, Maintenance Council, and Programs and Community Relations.

Section 2. Special committees shall be appointed by the President following the concurrence of the Board of Directors. The duties of the standing and special committees shall be defined by the Board of Directors and written minutes shall be kept of such meetings.

Section 3. The chairpersons of each standing committee (except Nominating) shall be appointed by the President and approved by a majority of the remaining officers.

Section 4. Responsibilities of the standing committee and council chairs -The Chairperson of each standing committee and council shall make reports at Board of Director meetings as necessary and shall make a written annual report which shall be submitted to Directors prior to the annual meeting in September. Committee and council chairs are responsible annually for the formation and successful execution of committee goals, objectives, programs and budgets.

Section 5. Purpose of the Associates Council -The AC shall function as a committee of the Association, governed by the By-laws of the Association. All members of the Association under the membership classification of AC have participatory privileges in the Council due to membership. The purpose of the AC is to determine supportive methods to further the mission of the Association as stated in these By-laws.

Section 6. Purpose of the Education Committee -The Education Committee shall conduct seminars and workshops beneficial to the Association’s membership and to the public. The Committee will monitor requirements of all NAA Professional Designation programs, and will insure local educational efforts are consistent with these programs.

Section 7. Purpose of the Legislative Committee -The Legislative Committee shall coordinate with state and national associations activities of legislative interest, and encourage improvement of local laws and codes, maintaining contact with local elected officials, and providing the President of the Association with a 12-month forecast of support requirements. The committee will solicit voluntary political contributions from members and distribute the same to selected political campaigns or causes in accordance with state and federal law through a political action fund.

Section 8. Purpose of the Maintenance Council-The Maintenance Council will coordinate with maintenance personnel about current issues in their field and coordinate CAM-T classes and continuing education for maintenance staff. The Maintenance Council will meet no less than once per quarter.

Section 9. Purpose of the Manager’s Council-The Manager’s Council will coordinate with management about current issues in their field and coordinate with the Education Committee about CAM classes and continuing education for management and office staff. The Manager’s Council will meet no less than once per quarter.

Section 10. Purpose of the Membership Committee -The Membership Committee shall solicit new members on an organized basis for the Association, provide an indoctrination program to encourage participation, maintain a members retention program, develop and maintain value-added benefit opportunities to encourage and strengthen a member’s investment in the Association, and maintain a roster of members which the President may certify to the state and national associations.

Section 11. Purpose of the Public Relations Committee-The Public Relations Committee will coordinate all social and community events to help promote the AAA. This will be done through charities and other civic organizations. Organization and distribution of the First Look Directory is the responsibility of the Public Relations Committee.

ARTICLE IX.
NOMINATION AND ELECTION OF OFFICERS

Section 1. The Nominating Committee shall be chaired by the immediate past president and shall have five (5) members: two (2) non-Board of Director members and two (2) Board of Directors members.

Section 2. The Nominating Committee shall be elected by the Board of Directors before the September membership meeting. The Nominating Committees shall request nominations from the membership to be submitted to the Nominating Committee at the next regular meeting and publish a request in the next Association newsletter.

Section 3. Each nominee for an Officer position must meet all of the following minimum qualifications:

A. The nominee must be a regular member in good standing.

B. The Vice President will succeed to President as long as all qualifications are met. Secretary and Treasurer nominees must have been a committee chairperson on at least on committee within the last two years.

C. The nominee must have attended at least three-fourths (3/4) of the regular monthly meetings during the past calendar year; and

D. The nominee cannot serve on the Nominating Committee.

Section 4. The Nominating Committee shall interview all qualified persons who indicate their interest in serving as Officers.

Section 5. The Nominating Committee shall report the qualified nominees for each Officers position at the November meeting

Section 6. The members shall elect the officers at the November meeting. The President shall announce the committee chairpersons at the December meeting.

ARTICLE X.
BOARD MEETINGS

Section 1. The Association shall hold regular board meetings which shall be a minimum of one each quarter, at such time and place as may be selected by the Board of Directors, with such meetings open to all members. Certain meetings shall be open to guests of the members, with these meetings being designated by the President, with the concurrence of the Board of Directors.

Section 2. Special meetings may be called by the Board of Directors and may be done by written notice to all Directors at least three (3) days prior to the date of the special meeting. Special meetings may also be called by petition to delivered to the Secretary, not less than three (3) days prior to the date of the requested meeting, so as to allow the Secretary time to notify all members by written notice. Written notices shall specify the subjects of the special meetings and all business shall be limited to the specified subjects.

Section 3. The Board of Directors shall meet upon the call of a meeting from the President or on the request of the majority of the Board of Directors. Only Board members have a vote at such meetings. Regular board meetings are open to the general membership of the Association while Special board meeting will be closed to the general membership.

Section 4. Members of the Board of Directors, excluding Past-presidents, who are absent from three (3) consecutive Board of Directors meetings will be deemed to have resigned. Such action shall be so reflected in the minutes of said meeting.

Section 5. Special Ballot. When, in the judgment of the Board of Directors, any question shall arise which it believes should be put to a vote of the Board and where it deems it inexpedient to call a special meeting for such purpose, the Directors may authorize a vote by mail, email or telephone. The question thus presented shall be determined according to a majority of the votes received as outlined in the Policies and Procedures after such submission to the Board; provided that in each case, votes of at least fifty-one (51%) of the number of Board members shall be received.

Section 6. Proxy/Special provision for emergency voting on issues. A director may vote in person or by proxy, executed in writing, by said director. No proxy shall be valid after three (3) months from the date of its execution and each proxy shall be revocable unless expressly provided therein to be irrevocable, or unless otherwise made irrevocable by law.

ARTICLE XI.
FINANCIAL RECORDS AND REPORTS

Section 1. Financial Records. The corporation shall maintain current, true and accurate financial records with full and complete entries made with respect to all financial transactions of the corporation, including all income and expenditures in accordance with generally accepted accounting practices.

Section 2. Financial Records. Based on the foregoing records, the Board of Directors shall annually prepare or approve the report of the financial activity of the corporation for the preceding year, which report shall conform to the accounting standards promulgated by the American Institute of Certified Public Accountants, including a statement of support, revenue and expenses, and changes in fund balances, and a statement of functional expenses and balance sheets for all funds.

Section3. Inspection of Books. The records, books, and annual reports of the financial activity of the corporation shall be kept at the principal office of the corporation for at least three (3) years after the closing of each fiscal year, and shall be available to the members for inspection and copying thereof, during normal business ours. The corporation may charge for reasonable expenses of preparing copies of such records or reports. Request must be made in writing ten (10) days in advance of review.

ARTICLE XII.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section1. Authority to Contract. The Board of Directors, except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, in the name of and on behalf of the corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, or expressly authorized by the bylaws, no officer or agent or employee shall have any power or authority to bind the corporation by a contract or engagement or to pledge its credit or to render it liable for any purpose or any amount.

Section 2. Loans. No loans shall be contracted on behalf of the corporation, and non-negotiable papers shall be issued in its name, unless authorized by the vote of the Board of Directors.

Section 3. Payment of Funds. All checks, drafts and other orders for the payment of money out of the funds of the corporation, and all notes or other evidences of indebtedness of the corporation, shall be signed on behalf of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors, or if the Board so delegates the Executive Committee, provided that no employee on leave of absence from the service of the corporation shall be authorized to sign any check, draft or other order for the payment of money out of the funds of the corporation.

Section 4. Deposits. All funds of the corporation, not otherwise employed, shall be deposited from time to time, to the credit of the corporation, in such banks or other depositories as the Board of Directors may select and for the purpose of such deposit, the President, Vice President, Treasurer, Secretary or any other officer, agent or employee of the corporation to whom such power may be delegated by the Board of Directors, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the corporation.

Section 5. Source of Funds. The Association shall be supported from dues, charges and assessments established by the Board of Directors, and with contributions of cash and property, received from foundations, corporations, organizations, churches, groups or individuals. The Board of Directors shall have the sole responsibility of accepting or refusing specific contributions.

ARTICLE XIII.
NON-DISCRIMINATORY POLICY

The Association, Inc. in any and all of its schools, facilities, seminars, classes, lectures, and all other educational forums and activities and any and all other activities that might be undertaken by the corporation, adopts a nondiscriminatory policy. The Association, Inc. admits members of any race, color, national or ethnic origin to all of the rights, privileges, programs and activities generally accorded or made available to its members at the courses, schools or seminars, and any and all other educational activities of the corporation. It does not discriminate on the basis of race, color, national and ethnic origin, sex or creed in administration of its educational policies, admissions policies, and any other administrative programs. In the employment of all employees or personnel, the Association, Inc. will not discriminate on the basis of race, color, creed, sex or national origin.

ARTICLE XIV.
AMENDMENTS

Section 1. Amendments to these Bylaws maybe proposed by any member of the Association in good standing.

Section 2. Proposed amendments shall be presented at any regular meeting of the Board of Directors. A written copy shall be mailed to each board member following such meetings. Proposed amendments to the Bylaws will be distributed in writing to the membership at least five (5) days before the next scheduled meeting. Any vote on an amendment is to be taken at the next succeeding regular meeting. Any amendments by the Board shall have immediate effect but shall be submitted to the general membership for approval at the next regular meeting.

ARTICLE XV.
ETHICS

Section 1. There shall be a Code of Ethics by which all members shall abide. A copy of such Code of Ethics is attached and is incorporated by reference.

Section 2. Any member may be censured, suspended or expelled from membership in the Association, by the Board of Directors for any bona fide cause and/or acts which violate of the Code of Ethics imposed on said member of the Association by a two thirds (2/3) vote.

ARTICLE XVI.
INDEMNITY

Section 1. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a Director or Officer of the Association or is or was serving at the request of the Association as a Director or Officer of another association, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under and pursuant to any procedure specified in the Arkansas Non-profit Corporation Act, as amended, and as the same may be amended hereafter, against all expenses, liabilities, and losses (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any lawful manner by such person. Such right of indemnification shall not be exclusive of any other right which such Director or Officer may have or hereafter acquire and, without limiting the generality of such statement, he shall be entitled to his rights of indemnification under any agreement, vote of stockholders, provision of law, or otherwise, as well as his rights under this paragraph. The Board of Directors may cause the Association to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Association, or is or was serving at the request of the Association as a Director or Officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Association would have power to indemnify such person.

Section 2. Expenses incurred by a Director or Officer of the Association in defending a civil or criminal action, suit or proceeding by reason of the fact that he is, or was a Director or Officer of the Association (or was serving at the Association’s request as a Director or Officer of another association, or as its representative in a partnership, joint venture, trust or other enterprise) shall be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by, or on behalf of, such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized by relevant provisions of the Arkansas Non-profit Corporation Act as the same now exists or as it may hereafter be amended.

DATE OF ADOPTION __________________

PRESIDENT ___________________________
SECRETARY__________________________