NORTHWEST ARKANSAS BEEKEEPERS ASSOCIATION, INC.

PROPOSED BYLAWS

PREAMBLE

The following Bylaws shall be subject to and governed by Arkansas Nonprofit Corporation Act of 1993. The Northwest Arkansas Beekeepers Association, Inc. is a nonprofit entity under the Internal Revenue Code of 1986 Section 501 (c)(3).

ARTICLE 1

SECTION 1. Name. The name of the Association shall be the Northwest Arkansas Beekeepers Association, Inc. (herein referred to as the Association).

SECTION 2. Purposes. The purposes of the Association are as follows:

1. Bring together people with an interest in honeybees to assist them in the craft of beekeeping.

2. Share information and resources for beekeeping and honey harvesting.

3. Conduct education programs for members and the general public.

4. Conduct outreach programs to educate the community regarding the importance of honeybees and other pollinators.

5. Mentor future beekeepers through apprenticeships with seasoned practitioners.

SECTION 3. Fiscal Year. The fiscal year shall be January 1st through December 31st of each year.

ARTICLE 2

MEMBERSHIP

SECTION 1. Qualifications. Membership in the Association shall be open to anyone who pays annual dues.

SECTION 2. Voting. Any member in paid standing may vote on matters that come before the membership.

SECTION 3. Term. Membership shall be from January 1 to December 31.

SECTION 5. Dues. Dues shall be Fifteen Dollars ($15.00) per year and may be changed from time to time by action of the Board of Directors. Dues are payable upon becoming a member and renewable annually before the end of March. There shall be no proration of dues for any person joining the Association during the course of the fiscal year.

SECTION 4. Privileges. Members may use the Association's honey extracting equipment, may participate in group discounts on merchandise, may be included on the Swarm List and receive notices from the Association regarding activities. Members may hold office.

ARTICLE 3

MEETINGS

SECTION 1. Meeting Time. Regularly scheduled meetings will be held the second Monday of each month at 7:00 PM during the months of March through November at a designated place agreed to by the Board of Directors. Meetings are open to members, their families, and to the general public.

SECTION 2. Special Meetings and Events. Special meetings and events may be held at times and places determined by the Board of Directors with adequate notice made to members.

ARTICLE 4

OFFICERS AND DIRECTORS

SECTION 1. Board of Directors. The Board of Directors shall consist of the President, Vice President, Immediate Past President, Secretary, Treasurer, Web Administrator and two (2) members-at-large. The responsibilities of the Board of Directors are to govern the Association, to fairly represent the members, to establish sound policies and procedures, determine the use of funds, and to serve as advisors to the President in all matters. The Board shall plan for all Association activities after consultation with Committees.

SECTION 2. Qualifications. All Officers and Directors must be members in good standing. Officers shall attend meetings and shall be responsible for the administration of the Association. In case of absence, responsibility for their duties rest with the remainder of the Board of Directors.

SECTION 3. Meetings of Board of Directors. Board of Director meetings may be called by the President, or any other Board member as needed, or at the request of the members when an issue arises that requires business or policy decisions. The Board of Directors shall meet at least once a year to adopt a prospective budget and review the prior year’s performance, set calendars, and set course for the year’s activities and organize elections.

SECTION 3. Officers. The officers of the Association shall be the President, Vice president, Immediate Past President, Secretary, Treasurer, and Web Administrator. The duties of the Officers shall be as follows:

A. President. The President shall preside at all regular and Board of Directors meetings of the Association. The President may create ad hoc committees, appoint committee members, and call special meetings when necessary. The President represents the Association to the community on special occasions. The calendar of events including programs and speakers shall be set by the President. The President may fill vacancies for the Board of Directors or Officer positions through appointment for the remainder of the year. The President has full voting rights, as any other member. The President reports all financial issues to the membership in absence of the Treasurer.

B. Vice President. The Vice President shall preside in the absence of the President, and acts with all the powers granted to the President in the absence of the President. A full report of all business conducted will be made to the President upon their return. The Vice President acts as either Secretary or Treasurer in their absence. The Vice President assists the President with setting agendas and programs for the coming year, and performs such other duties as ordinarily pertaining to this office or as required by the President or the Board of Directors.

C. Immediate Past President. The Immediate Past President shall assist in transition of governance, assist the President in all functions of the Presidency and shall perform special tasks as assigned by the Board of Directors.

D. Secretary. The Secretary shall record the minutes of meetings of the Association and of Board of Directors, and shall maintain records of all minutes and make available such records to the membership. The Secretary shall maintain a membership roster including, to the greatest extent possible, the member's name, address, telephone number, and email address. The Secretary shall ensure that notices of all Board of Directors’ meetings, regular monthly meetings, events, and special meetings are made via email or other methods as required. The Secretary shall ensure that all public notices in newspapers, on the Association's web site, and other media are posted as required by the President, Board of Directors, or by law. The secretary shall serve as Parliamentarian according to Robert’s Rules of Order. The Board may suspend any procedural rules by majority vote of those present. The Secretary shall send reminder notices regarding membership renewal and perform such other duties as ordinarily pertain to this office or as required by the Board of Directors.

E. Treasurer. The Treasurer shall maintain records of financial activity of the Association and shall report monthly a Statement of Revenue and Expenditures and of Assets and Liabilities. The Treasurer collects dues, makes deposits and disbursements. The Treasurer shall ensure the timely reporting of legally required reports to the State of Arkansas and the Internal Revenue Service. The Treasurer shall keep certain individuals apprised of paid membership status so they may be aware of eligibility for benefits. The Treasurer shall perform such other duties as ordinarily pertain to this office or as required by the President or the Board of Directors. The President and the Treasurer shall be signatories on the Association bank checking account. The Treasurer shall make available to any member, upon request, any financial document requested. The Treasurer shall assure that any electronic access codes are available in case of incapacity.

F. Web Administrator. The Web Administrator shall develop, maintain, and keep up-to-date the Association's web site (NWABeekeepers.com) with information provided by the Board of Directors, and shall perform such other duties as ordinarily pertain to this office or shall be required by the President or the Board of Directors. The Web Administrator shall help the President by setting up any technical devices needed for meetings and programs. The Web Administrator shall assure that any electronic access codes are available in case of incapacity.

G. Members-at-Large. Members-at-large are responsible for performing the duties of any Officer who is absent during a meeting of either the Association’s membership or the Board of Directors when assigned by the President. Their job is to assist with executive decisions, help set the agendas, serve on committees, and perform such other duties as required by the President or the Board of Directors.

SECTION 4. Compensation of Directors and Officers. Directors and Officers shall not receive any salary or other compensation for their services.

SECTION 5. Insurance for Officers and Directors. The Association shall provide

Directors and Officers liability insurance and /or Errors and Omissions insurance. In addition, the Association may provide insurance against other forms of liability for its members.

SECTION 6. Death or Resignation. The President shall appoint an interim replacement for any Director or Officer that dies or resigns from their position. If the President dies or resigns from their position, the Vice President shall serve in his stead. Interim Directors or Officers shall serve until December 31 unless a special election is held. The Board of Directors may, at its sole discretion, conduct a special election to replace an elected position.

ARTICLE 5

COMMITTEES

SECTION 1. Committees. There shall be two (2) classes of committees: Standing and Ad Hoc. Standing committees are formed by these Bylaws and are on-going. Ad Hoc committees are created by action of the President and convened for non-routine or transient purposes.

SECTION 2. Committee Membership. Both Standing and Ad Hoc Committees shall have no more than five members and may have one member. Committee members shall be appointed by the President, with the advice of the Board of Directors. Any member of the Association, including Officers or Directors, may be appointed as a member of either a Standing Committee or an Ad Hoc Committee if that member's dues have been paid for the current year.

SECTION 3. Standing Committees. The Standing Committees of the Association shall be:

A. Finance/Audit Committee. The Finance Committee shall be comprised of no fewer than five members including the President and the Treasurer. The committee shall assist the Treasurer with determination of investments and advise on any other financial matters requested. In the Committee’s audit role the Treasurer shall not have voting rights but shall provide all financial statements generated by the Treasurer and reports from outside financial institutions with whom the Association conducts business. The Finance/Audit Committee shall meet at least two times per year, or upon the call of Committee member, or Board of Directors.

B. Swarm Management. The Swarm Manager shall be responsible for receiving alerts from the public concerning the collection or removal of bee swarms by listing his or her name and cell phone number on the Association web site. The Swarm Manager shall maintain a current list of paid members who would like to be contacted to collect a swarm. It will be the responsibility of the Swarm Manager to ensure swarms go to members in good standing. The Swarm Manager shall apply good and fair discretion in contacting potential swarm recipients including consideration of swarm location and member location. The Swarm Manager shall report annually to the Board regarding swarm activity of the preceding season.

C. Equipment Management. The Equipment Manager shall be responsible for maintaining and storing the equipment and supplies of the Association and determining the need for purchases of equipment and supplies. The Equipment Manager shall maintain records of Association equipment and shall report inventory changes to the Treasurer. A physical inventory shall be conducted annually at year-end for purposes of accounting valuations.

D. Nominating Committee. The Nominating Committee shall be responsible for assembling a slate of proposed Officers and Directors for annual or special election, conducting the election, preparing ballots as needed, for counting the votes of each office, and shall perform such other duties as required by the President or the Board of Directors. The Nominating Committee is selected by the Board of Directors and shall meet as needed in order to have the proposed slate of Officers and Directors present to the membership at least thirty (30) days prior to the Annual Meeting or special election meeting.

E. Outreach Committee. The Committee shall be responsible for assisting the Board in developing meeting programs and community outreach programs. In addition, this committee shall be responsible for conducting the apprenticeship program.

ARTICLE 6

ELECTIONS

SECTION 1. Annual Meeting. The Annual Meeting of the Association for the purpose of electing Officers and Directors or for amending the Bylaws shall be held in October of each year and may be held during the regular meeting of the Association, or at a special meeting of the Association. At the discretion of the Board of Directors, elections may be conducted via email or regular mail. At the discretion of the Nominating Committee, votes may be done by voice.

SECTION 2. Term Limits. The Board of Directors shall endeavor to have new Directors and Officers and shall actively recruit interest in Board membership. No Officer or Director shall serve more than three (3) consecutive terms.

SECTION 3. Requirements. The Nominating Committee shall present a proposed slate of Officers and Directors to the membership at least thirty (30) days prior to the Annual Meeting at which the election will be held. Additional nominations for any office may be made from the floor during the Annual Meeting. Any nomination from the floor shall require a second to proceed to the vote. All nominees for an office must agree to hold office before a vote is taken and have a current membership in the Association.

SECTION 4. Vacancies. Vacancies of unexpired terms of the Board of Directors shall be filled by President at any regular or special meeting of the Directors. The Board of Directors shall fill the vacancy of an unexpired term of the Presidency upon either the resignation or death of the President. All nominees for an office must agree to hold office for the remainder of the term and have a current membership in the Association.

ARTICLE 7

EXEMPT STATUS

SECTION 1. No Private Inurement. No part of net earnings or assets of the Association will inure to the benefit of or be distributable to any member, Director, Officer, Committee Member, or other private individual within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.

SECTION 2. Political Activities. The activities of the Association shall not involve the communicating of propaganda or otherwise attempting to influence legislation of any governmental body. The Association shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

SECTION 3. Other Activities. The Association shall not carry on any activities prohibited by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.

ARTICLE 8

EXPULSION OF MEMBERS

Any Member may, for good cause shown, be expelled from the Association by a two-thirds (2/3rd) majority vote of the Board of Directors. Any Member who shall be expelled shall be denied all privileges of membership and may not seek readmission to the Association.

ARTICLE 10

AMENDMENT TO BY-LAWS

These Bylaws shall be amended by a two-thirds (2/3rd) affirmative vote of the members present at any general or special meetings of the Association provided that all suggested changes to these Bylaws must be brought before the membership at least one month before the amendment is presented to the membership for a vote.

ARTICLE 11

DISSOLUTION

SECTION 1. Dissolution. The Association shall only be dissolved upon a two-thirds (2/3rd) vote of the membership present at any general or special meetings of the Association after thirty (30) days’ notice

SECTION 2. Beneficiary. In the event that the Association should need to be dissolved, all monies, assets, materials, and properties shall be donated to: Pollinator Partnership 475 Sansome St.,17th Floor San Francisco, CA 94111 a 501(c) (a.k.a. Pollinator.org)

Arkansas Beekeepers Association at the address valid at the time of dissolution.