Proposed Bylaw Changes

ARC Board members present during the June 6, 2001 the ARC Board meeting unanimously voted to accept the proposed ARC By-Laws as presented by the By-Laws Committee. The 21 yes votes provided the necessary support needed to bring the proposed By-Laws to vote before the full ARC membership during the Annual ARC Conference and Trade Show in Fort Smith. The proposed changes are posted on the ARC web page for review. Please be prepared to vote of this issue during the conference.

Text in grey is the language from the current bylaws that has been removed. Text in blue has been added.

ARKANSAS RECYCLING COALITION (ARC) BY-LAWS

ARTICLE I. PURPOSE
The Arkansas Recycling Coalition, hereby known as the Coalition has been organized and shall operate exclusively for charitable and educational purposes including but not limited to the following:
1. To function as a non-profit coalition of community, government and private enterprise members dedicated to the long term development and of recycling, source waste reduction, reuse and recycling composting as the primary means of waste management in Arkansas.
2. To assist individual members in improving their skills and techniques in recycling. This will be achieved through education, special studies, research and the exchange of ideas and technical knowledge related to all forms of recycling.
3. To educate the general public, members of government, and members of the business community about the economic and environmental significance of recycling.
4. To encourage the development of recycling business and industries in Arkansas that use significant amounts of recovered materials in the production of goods.
5. To promote the purchase and use of products that include post-consumer recycled content.

ARTICLE II. LOCATION
The principal office of the Coalition, at which the general business of the Coalition will be transacted and where the records of the Coalition will be kept, will be at such place in the state of Arkansas as may be fixed from time to time by the Board of Directors.

ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Any individual, organization, or other entity shall become a member of the Coalition upon submission of a written request to become a member and payment of the annual fee established by the Board of Directors. The Board shall establish (and may from time-to-time modify) a schedule of dues or charges for membership, payable each year or for such longer or shorter periods as the Board shall determine.
Section 2. Category of Membership and Membership Fees
The Board may establish different categories of membership, with different dues or charges.
Section 3. Resignations
Any member may resign at any time by delivering a written resignation to the Coalition. Such resignation shall take effect upon the date of the receipt of the written resignation by the Coalition or by the date specified in the resignation, whichever is later. No resignation shall entitle any member to the refund of any membership dues paid prior to such resignation.

ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Annual Meeting
The annual meeting of the members of the Coalition for the election of Directors and for the transaction of other business shall be held on such day as shall be fixed by resolution of the Board of Directors.
Section 2. Special Meetings
Special meetings of the members may be called at any time either by the vote of a majority of the Board present at a Board meeting, or by a petition requesting such meeting containing the signatures of 25% of the members.
Section 3. Notice of Meetings of Members
Written notice of each annual or special meeting of the members shall be mailed, faxed or e-mailed (faxed, or e-mailed) by, or at the direction of the secretary, to each member not less that ten (10) or more than thirty (30) days before the date of the meeting. The notice shall specify the place, date, and time of the meeting and in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum
A quorum for any meeting of the voting members shall be 10 percent of the members or 50 whichever is less of those voting members present and by proxy, except for those matters set forth below.
Section 5. Special Quorum Requirements
The presence at any meeting, in person or by proxy, of a majority of the voting members shall constitute a quorum for voting on the following matters: amendment to the articles of the Coalition, amendment to the By-laws of the Coalition, merger and consolidation, voluntary dissolution, sales or other disposition of all or substantially all of the property and assets of the Coalition.
Section 6. Voting
Voting All matters shall be decided by the vote of a majority of the members present or by proxy at any meeting where there is a quorum. Each Non-profit Company, Governmental Agency, Small For-Profit Company and Large For-Profit Company shall assign one voting delegate prior to any member meeting. The name of each designee must be provided to the Executive Director of the Coalition by mail, fax or e-mail. Delegates must be assigned and notification provided to the Coalition a minimum of 30 days prior to an annual meeting.
Section 7. Proxies
Voting at any meeting of the members may be in person or by proxy. Every proxy must be executed in writing by the member and it shall contain a statement or statements indicating the member's preference on a specific issue or issues being voted on by the membership. A member voting by proxy must give her or his proxy to a member who will be attending the meeting or submit the proxy to the Executive Director of the Coalition at least five (5) days prior to the meeting. . A member may only bring one proxy for another member per meeting.

ARTICLE V. BOARD OF DIRECTORS
Section 1. Powers
The property, affairs and activities of the Coalition shall be managed by a Board of Directors consisting of not more than thirty (30) twenty-five (25) voting members of the Coalition.
Section 2. Composition of the Board of Directors
The Board of Directors shall have a composition in accordance with the Coalition policy as shall be specified from time to time by the membership.
Section 3. Appointment and Election of Directors
The Board of Directors shall be elected by written ballot at the annual meeting of members of the Coalition by 25 percent of the members voting. Board members shall seek election in one category as specified in Board policy.
Section 4. Term of Office
The Board members shall serve two- year terms except during the first full year after the conception of the Coalition when thirteen (13) Board members shall be elected to serve a one- year term and twelve (12) members shall be elected to serve a two- year term.
Section 5. Resignation
Any Board member may resign at any time by delivering a written notice to the Coalition. Such resignation shall take effect upon the latter of either the Coalition's receipt of the resignation or such subsequent date as may be set forth in the notice.
Section 6. Removal with or without Cause
Any Board member may be removed with or without cause at any time by the affirmative vote of two-thirds of all the members of the Coalition given proper notice. The Board may remove a Director for cause by the affirmative vote of a two-thirds majority of the Directors then in office. Thirty days written notice of the removal must be given.
Section 7. Removal because of Unexcused Absences
After three consecutive absences from Board meetings in one year, a Board member is automatically removed from the Board but remains a member of the Coalition. Written notice of the (potential) potential removal shall be sent to the Board member (immediately) immediately after the second absence ,followed absence, followed by the permanent dismissal letter after the third consecutive absence (followed by the permanent dismissal letter after the third consecutive absence). Only in extreme documented cases of a medical excuse may the Board Member be excused. An affirmative vote of two-thirds of the Board is required to accept the medical excuse.
Section 8. Vacancies
If at any time there exists a vacancy in the Board of Directors, the remaining members of the Board of Directors may shall, by majority vote, fill the vacancy for the unexpired term. The individual elected shall be eligible to seek election.
Section 9. Executive Committee
The Board of Directors shall designate an Executive Committee consisting of the officers of the Board, immediate past president, and the chairs of each of the standing committees of the Board.
Section 10. Reserved Positions
No seat on the board other than those designated as Ex-Officio Board Members due to position is designated to a business or agency though every effort will be made to maintain a balance of organizational categories on the board.
Section 11. Board Member Orientation
Each Board member beginning his/her first year of his/her first term shall undergo a Board member orientation training class designed to educate the new Board members on duties expected and services rendered by the Arkansas Recycling Coalition.

ARTICLE VI. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular Meetings
The Board of Directors from time to time may provide by resolution for the holding of four or more regular meetings each year.
Section 2. Special Meetings
Special meetings of the Board of Directors may be called at any time by the Chairperson or Vice-Chairperson President or Vice-President of the Board or by a member petition containing the signatures of 25% of the membership. The meeting will be held at such time and place or by phone as may be specified in the notice of the meeting. (See Article VI, Section 6)
Section 3. Quorum
At all meetings of the Board of Directors the presence of half of the total number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 4.
Voting at any meeting of the Board of Directors may be in person or by proxy. Every proxy must be executed in writing by the Board member and it shall contain a statement or statements indicating the Board member's preference on a specific issue or issues being voted on by the Board. A board member voting by proxy must give her or his proxy to a member who will be attending the meeting or submit the proxy to the Executive Director of the Coalition at least five (5) days prior to the meeting. A member may only bring one proxy for another member to each meeting.
Section 5. Notice of Meetings of the Board Except as otherwise herein specifically provided, notice of regular and special meetings shall be given at least five (5) business days before the date of such meetings either personally, by mail, e-mail, fax or telephone.

ARTICLE VII. OFFICERS OF THE BOARD
Section 1. Number of Officers
The officers of the Coalition shall consist of the President of the Board, Vice President, Secretary, and Treasurer.
Section 2. Qualification of Officers
An officer must be a member of the Board of Directors of the Coalition. No person may hold one more than one office at any one time.
Section 3. Election and Term of Office
The officers of the Coalition will be elected semi-annually for a two one year term by the Board of Directors at an annual meeting. Officers shall continue in office until the close of the election of officers at anits annual meeting. Officers shall continue in office until the close of the election of officers at the annual meeting of the Board of Directors held after the election of such officer.
Section 4. Removal, Resignation, and Vacancies
Any officer may be removed by the Board of Directors by a vote of a majority of all of the Board members. The matter of removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been given to each Board member and to the officer affected at least ten (10) days previously. A vacancy may be filled by a majority vote of the Board of Directors for the unexpired portion of the term.
Section 5. President
The pPresident will be the chief executive officer of the Coalition. It will be the duty of the President to preside at all meetings of the Board and to have general supervision of the affairs of the Coalition. The President or his designee She or he will execute on behalf of the Coalition all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of the Coalition.
Section 6. Vice President
The Vice-President shall have such powers and perform such duties as the Board of Directors may prescribe or as the President may delegate to her or him. At the request of the President, the Vice-President may, in the case of the President's absence or inability to act, temporarily act in her or his place.
Section 7. Secretary
The Secretary shall keep, or cause to be kept, a complete record of all meetings of the Coalition, Board of Directors, and Executive Committee.
Section 8. Treasurer
The Treasurer will have general charge of the finances of the Coalition. When necessary and proper, she or he will endorse on behalf of the Coalition all checks, drafts, notes, and other obligations and evidences of the payment of money to the Coalition or coming into her or his possession; and she or he will deposit the same, together with all other funds of the banks as may be selected by the Board of Directors. She or he will keep full and accurate account of all receipts and disbursements of the Coalition in books belonging to the Coalition, which will be open at all times to the inspection of the Board of Directors. She or he will present the Board of Directors, at its annual meeting, her or his report as Treasurer of the Coalition and will from time to time make such other reports to the Board of Directors as it may require.
Section 9. Power of the Executive Committee
The Executive Committee conducts the business of the Board in the absence or in lieu of the full Board, in accordance with the general policies set by the full Board. The Board shall specify from time to time the extent of the decision-making authority of the Executive Committee.

ARTICLE VIII. COMMITTEES
Section 1. Standing Committees
The Board of Directors shall designate standing committees as necessary for the conduct of the business of the Coalition. Such committees may consist of both Directors and members of the Coalition. The President Chairman of each committee shall be a member of the Board of Directors and shall be elected by the Board.
Section 2. Nominating Committee
The Chair President of the Board shall establish a nominating committee consisting of 3 -5 members of the Coalition. The nominating committee shall be convened at least two months before the annual membership meeting and it shall attempt to identify a slate of candidates for the Board of Directors. The nominating committee shall endorse a slate of candidates for the Board.
Section 3. Ad Hoc Committees
The Board of Directors may designate one or more ad hoc committees made up of membership and Board members. The chair of an ad hoc committee shall be appointed by the Board and need not be a member of the Board of Directors.
Section 4. Conduct of Committee Business
Committees shall be advisory in purpose unless given additional power by the Board of Directors. Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these By-laws, the Articles of Incorporation, or state law. The Board may, from time to time, request reports or other materials from committees.

ARTICLE IX. MISCELLANEOUS
Section 1. Liability
The Coalition will have the power to indemnify and hold harmless any director, officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in her or his capacity as a director, officer, or employee (except in cased involving willful misconduct.) The Coalition will have the power to purchase or procure insurance for such purposes.
Section 2. Delegation of Powers
The Board of Directors may authorize any officer or officers, agent or agents of the Coalition, in addition to the officer so authorized by the By-Laws to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Coalition. Such authority may be general or confined to specific instances.
Section 3. Fiscal Policy
The Board of Directors shall establish a fiscal policy including check signing check-signing procedures. All checks, drafts, and other orders for payments of funds will be signed by such officers or such other person as the Board of Directors may from time to time designate.