ARKnet Bylaws

Last Revision: 5-March-1998
[Printable version]

1. Name.
   The name of the confederation is ARKnet.
2. Purpose.
   The purpose of ARKnet is to facilitate and promote the exchange of information consistent with the purposes of its members.
3. Membership.
   1. Classes.
      There shall be two classes of membership in the confederation designated as follows:
      1. Charter Members, which are the following:
         • Arkansas State University
         • Arkansas Tech University
         • Garland County Community College
         • Harding University
         • Henderson State University
         • Hendrix College
         • John Brown University
         • Lyon College
         • North Arkansas College
         • Ouachita Baptist University
         • South Arkansas Community College
         • University of Arkansas, Fayetteville
         • University of Arkansas at Little Rock
         • University of Arkansas at Monticello
         • University of Arkansas at Pine Bluff
         • University of Arkansas for Medical Sciences
         • University of Central Arkansas
         • University of the Ozarks
         • Westark College
      2. Additional Members.
      3. Qualifications.
         All classes of members of the confederation shall be engaged in the exchange of information in support of the educational purpose.
      4. Election of Members -- Members shall be elected as follows:
         Institutions or organizations desiring membership and after having made application to the Board of Directors shall become members upon approval of a majority of the Board of Directors of the confederation. Once elected, each entity may continue as a member from year to year without further action by the Board of Directors. The application for membership shall be by written request to the confederation's Board of Directors.
      5. Term of membership.
         The term of membership for members shall be indefinite provided all fees established by the confederation are paid or unless removed by a vote of two-thirds (2/3) of the members.
      6. Representation.
         Each member shall appoint an Institutional Representative who has the authority to speak and vote on behalf of the member regarding ARKnet policy and financial matters. All ARKnet official correspondence, including invoices for ARKnet dues and services, will be directed to the Institutional Representative. Each member may also appoint a Technical Representative, an Information Services Representative, and a Library Representative.
      7. Membership dues.
         Dues and assessments shall be proposed by the Board of Directors and mailed to all members. The annual dues structure will be voted on by the full-membership at an annual meeting prior to adoption.
      8. Resignation.
         Any member may resign by delivering a written resignation to the president or secretary of the confederation and settling all financial obligation to ARKnet.
      9. Removal.
         Any member may be removed by the affirmative vote of two-thirds majority of the full membership, registered either in person or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interest of the confederation, for lack of sympathy with its objectives or for refusal to render reasonable assistance in carrying out its purposes. All members of the Confederation must be notified in writing 30 days prior to the meeting at which the vote will be taken. The member is question will be given an opportunity to address the entire membership at this meeting.
      10. Effect of termination.
          All Confederation rights of a member shall cease on the termination of the institution's membership.
   2. Meeting of members.
      1. Annual meeting.
         An annual meeting of the members shall be held each year on such day during the year and at such time and place as shall be fixed by the Board of Directors for the purpose of electing members of the Board of Directors and for the transaction of such other business as may properly come before the meeting. When the annual meeting has not been held, or members have not been elected thereat, members may be elected at a special meeting called for that purpose or by electronic messaging as directed by the ARKnet President.
      2. Special meetings.
         Special meetings of the members may be called at any time, for any purpose, by (a) the president or secretary, (b) the Board of Directors or any two members thereof, or (c) by a majority of the members. A person entitled to call a special meeting may make a written request to the president or secretary to call the meeting. Such officer shall give notice of receiving the request. If the officer fails to give notice of the meeting within seven days from the date on which the request was made, the person who requested the meeting may call the meeting, fixing the time and the manner provided by these bylaws and giving notice thereof.
      3. Place of meetings.
         Meetings of the members shall be held at any place within the State of Arkansas designated by the Board of Directors.
      4. Notice of Meetings.
         Notice of every annual and every special meeting, stating the time, place and purpose thereof, shall be communicated to each member not less than ten nor more than thirty days before such meeting, directed to the Institutional Representative.
      5. Quorum requirements.
         The members holding more than one-half of the votes which may be cast at any meeting, represented in person or by proxy, shall constitute a quorum at such meeting. When a quorum is not present, any meeting may be adjourned from time to time for that reason.
      6. Proxies.
         Proxies shall be permitted at all meetings. The appointment of a proxy shall be in writing filed at or before the meeting with the secretary of the confederation or the person who has been designated to act as secretary of the meeting.
      7. Voting.
         Every member shall have one vote. There shall be no cumulative voting. Members may vote by voice or by ballot.
      8. Adjournment.
         When a meeting of the members is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
      9. Action without a meeting.
         Any action that may be taken at a meeting of the members may be taken without a meeting if authorized in writing signed by all the members who are entitled to notice of a meeting called for the purpose of taking such action.
      10. Irregular meetings validation.
          When written consent of all the members who were entitled to notice of a meeting has been obtained, an irregular meeting, with any action at such meeting, is validated.
   3. Board of Directors.
      1. Board.
         The affairs of the confederation shall be managed by a Board of Directors consisting of eight (8) to fourteen (14) members.
      2. Qualifications.
         The individual Directors shall be employees of the member institutions.
      3. Election of board of Directors.
         Members of the Board of Directors from each category of members shall be elected by the members from a list of persons in the category. The secretary of ARKnet shall provide the ballots in each category not later than 21 days before the annual meeting.
         1. Four-year public colleges and universities.
            Four (4) representatives from the four-year public institutions of higher education in Arkansas. These representatives will be elected at large from the four-year public institutions of higher education in ARKnet by the Institutional Representatives from these institutions.
         2. Two-year public colleges.
            Two (2) representatives from the two-year public institutions of higher education in Arkansas. These representatives will be elected at large from the two-year public institutions of higher education in ARKnet by the Institutional Representatives from these institutions.
         3. Private colleges and universities.
            One (1) representative shall be selected from the private institutions of higher education in Arkansas. This representative will be elected at large from the private institutions of higher education in ARKnet by the Institutional Representatives of these institutions.
         4. Non-profit organizations.
            One (1) representative from the non-profit organizations when there are at least three non-profit members of ARKnet. This representative will be elected at large from the non-profit organizations by the Institutional Representatives of these organizations.
         5. Libraries.
            One (1) representative from the library community as represented by those libraries that are members of ARKnet, provided that there are libraries that apply and are elected to membership. The representative will be elected at large from the library organizations in ARKnet by the Institutional Representatives of the libraries in ARknet.
         6. At Large.
            Two (2) at large representatives elected from the general membership.

         At large representatives may be appointed for one (1) year by the board of directors to fill positions 4 (non-profit) and 5 (libraries) until each area qualifies for a representative.

         The immediate past president of the ARKnet confederation will serve on the ARKnet Board of Directors.

         Election shall be by written or electronic ballot, except that ballots may be dispensed with by the unanimous vote of members present. If any nominee is not elected/ratified by the membership, a replacement shall be selected satisfying criteria (1)-(6) above shall be repeated for such directorship.

      4. Meetings.
         Immediately after each annual meeting of members, at the place of such meetings, the Board of Directors may meet forthwith for the purpose of organization, the election of officers and the transaction of any other business of which special notice is not required by law or by these bylaws, and if a quorum of the Board of Directors be then present, no notice of such meeting shall be required. Quarterly meetings shall be held by the Board of Directors. Special meetings of the Board of Directors may be called by the president or secretary of the confederation and must be called by either of them on the written request of any two members of the Board of Directors. Notice of all Board of Directors meetings, except as herein otherwise provided, shall be given by mailing, by facsimile transmission, or electronic mail transmission of the same at least ten days before the meeting, to the usual business or residence address of the board member. Special meetings shall be held at any place within or without the State of Arkansas designated by the Board of Directors by convening in person or by any other means agreed upon by the Board of Directors, and in the absence of such designation shall be held at the registered office of the confederation.
      5. Quorum.
         One-half of the Board of Directors shall constitute a quorum. All matters requiring action by the Board of Directors shall be taken by the affirmative majority vote of the Board of Directors present at a meeting at which a quorum is present, or otherwise required by statute.
      6. Term.
         The term of office of the Board of Directors members (other than the initial Board of Directors) shall be for three years unless designated otherwise by the bylaws. A Board of Directors member shall serve until his/her successor has been elected and qualified. The terms of office of the Board of Directors shall be staggered so that approximately one-third of the Board of Director members are elected each year. The members of the initial Board of Directors will serve one, two, or three year terms as determined by the initial Board of Directors.
      7. Vacancies.
         The remaining members of the Board of Directors, even if less than a quorum, shall fill any vacancy occurring on the Board of Directors. A person so elected shall hold office until his or her successor has been elected and qualified.
      8. Board of Directors action without a meeting.
         Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing by all of the Board of Directors.
      9. Compensation.
         Members of the Board of Directors of ARKnet shall not receive any salary for their services, but by resolution of the Board of Directors and ratified by the membership, a fixed reasonable sum for expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors.
      10. Powers.
          All the powers provided for in these Bylaws shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may, by general resolution, delegate to committees of their own number, or to officers of the confederation, such powers as they may deem appropriate. Additional powers on behalf of the confederation shall be vested in the Board of Directors by a majority vote of the general membership at a properly called meeting of the general membership.
      11. Removal.
          Any member of the Board of Directors may be removed by a two-thirds (2/3) vote of the entire Board of Directors when in its judgment the best interests of the confederation would be served. Alternatively, a two-thirds (2/3) vote of no confidence from the ARKnet membership will remove a member of the Board of Directors or dissolve the entire Board of Directors.
      12. The ARKnet Board of Directors shall be responsible for developing policy for assets and financial management of the ARKnet Confederation.
   4. Officers.
      1. Designation and election.
         The officers of the confederation shall be the ARKnet President, chair, vice-chair, secretary, treasurer and such other officers with such powers and duties as prescribed by the bylaws of ARKnet or as may be determined by the Board of Directors. Except for the office of President, the officers shall be elected annually by the Board of Directors at the first meeting of the Board after the annual meeting of members. Any officer so elected shall hold office until the first meeting of the Board of Directors after the annual meeting of members next succeeding and until the election and qualification of his successor, except in cases of resignation or removal.
         1. ARKnet President.
            The ARKnet President shall call and preside over all ARKnet general membership meetings and shall be elected by the general membership for a three-year term.
         2. ARKnet Chair of the Board.
            The ARKnet chair shall call and preside over all ARKnet Board of Directors meetings.
         3. ARKnet Vice-Chair of the Board.
         4. Secretary.
            The secretary shall have charge of the records of the confederation and in general shall perform such other duties as may be assigned to that officer by the Board of Directors.
         5. Treasurer.
            The treasurer shall make quarterly reports to the membership subject to such regulations as may be imposed by the Board of Directors and shall in general perform all the duties incident to the office of treasurer, subject to the control of the Board of Directors.
      2. Qualifications.
         Officers must be the Institutional Representative of a member of the ARKnet confederation. The same person shall not at the same time hold any two of the offices of ARKnet president, chair and secretary, but he or she may hold any other two offices at the same time.
      3. Removal.
         An officer may be removed, with or without cause, by the affirmative vote of a majority of the Board of Directors.
      4. Vacancies.
         In case any office of the confederation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Board of Directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer elected shall hold office and serve until the next meeting of the Board of Directors and until the election and qualification of his or her successor.
      5. Salaries.
         Reasonable salaries may be paid to any employee of the confederation in direct furtherance of the purposes of the confederation. Neither the payment nor nonpayment of salaries shall prevent the reimbursement of any employee of any expenses authorized under article 5-i of these bylaws which were authorized and incurred in behalf of the confederation.
   5. Coordinator of NOC Services.
      The Network Operations Center provider for ARKnet shall appoint a person to attend all ARKnet Board of Directors and ARKnet general membership meetings. This person shall communicate matters of operation and policy with the NOC provider and shall offer technical assistance and advice to the ARKnet Board and membership.
   6. Special Committees.
      The ARKnet President may appoint the chairpersons and members of any special committees as it may deem necessary from time to time. The term of the chairpersons and members shall be one year.
   7. Agents and representatives.
      The Board of Directors may appoint, consistent with these Bylaws, such agents and representatives of the confederation with powers to perform such acts and duties on behalf of the confederation as the Board of Directors may determine to the extent authorized or permitted by law.
   8. Fiscal Year.
      The fiscal year of the confederation shall commence on July 1 of each year and end on June 30 of each year.
   9. Certain records.
      The confederation shall keep at its registered office (institution of the ARKnet President) correct and complete books of account and minutes of proceedings of meetings of (i) the members, (ii) the Board of Directors and (iii) all committees having any of the authority of the Board of Directors. A member, acting in person or by agent or attorney, may inspect all books and records for any proper purpose at any reasonable time. Upon the request of any member, the confederation shall furnish such member with a statement showing the financial results of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as the closing date of such accounting period.
   10. Amendment of Bylaws.
       The Bylaws may be amended in a manner as follows:
       1. The Board of Directors, upon the affirmative vote of a majority of its members, shall propose the amendment by resolution setting forth the proposed amendment and directing that it be submitted for adoption at the next annual meeting of the members.
       2. Notice of the meeting of members, stating the purpose, shall be given to each member entitled to vote on the proposed amendment; and
       3. At such meeting or any adjournment thereof, the proposed amendment may be adopted by affirmative vote of two-thirds of the members. In lieu of the foregoing, the Bylaws may be amended by action without a meeting if authorized in writing signed by all the members of the confederation and Board of Directors.
   11. Exempt Activities.
       Notwithstanding any other provision of these Bylaws, no member of the Board of Directors, officer, employee, or representative of this confederation shall undertake any action or any activity by or on behalf of the confederation not permitted by the State of Arkansas.