Article I: Name

The name of this organization shall be Arkansas Economic Developers

Article II: Purpose

Section 1:

Arkansas Economic Developers is organized for the purpose of advancing through educational and professional efforts the quality of life in Arkansas by the development of employment opportunities through industrial growth and community development.

Article III: Membership

Section 1:

Active membership may be granted to executive or management personnel who have specific full-time responsibility for performing, or supervising the performance of others, in the field of industrial/economic development. Eligible persons are responsible for industrial job creation through efforts in business expansion, development, and/or retention within the boundaries of Arkansas.

Section 2:

Associate membership may be granted to individuals which have an interest in Arkansas' industrial/economic development and are not employed full-time in the profession of industrial/economic development.

Article IV: Government

Section 1:

The government of Arkansas Economic Developers shall be vested in a Board of Directors composed of: (1) two directors from each of the four Congressional districts, duly elected by the general membership; (2) the duly elected officers; (3) two at-large directors appointed by the President; (4) the current Arkansas Director for the Southern Industrial Development Council, the Immediate Past President of the Arkansas Economic Developers, the Director of the Arkansas Economic Development Commission and the Executive Director of the Arkansas State Chamber of Commerce/Associated Industries of Arkansas as ex-officio members. All board members of Arkansas Economic Developers must be members of AED. Associate members may hold no more than two voting positions on the board of directors.

Section 2:

The elected officers of the organization shall be (1) President, (2) First Vice President, (3) Second Vice President and (4) Secretary-Treasurer. Only active members are eligible for officer positions.

Section 3:

Officers shall be elected to one-year non-successive terms at the annual meeting of the organization.

Section 4:

There shall be four directors elected every other year at the annual meeting, one from each of the four congressional districts. They will serve two-year non-successive terms, beginning October 1 following their election. There shall be two-at large directors appointed by the newly elected President. They shall serve one-ear terms, beginning October 1 following the election of officers. These board members shall be recommended to the general membership by a nominating committee which shall consist of the First Vice President and each outgoing board member from the four Congressional districts. The AED Executive Secretary shall serve as a non-voting ex-officio member of the nominating committee.

Section 5:

The Executive Secretary shall be appointed by the Board of Directors at the annual meeting.

Section 6:

The duly elected officers and Executive Secretary shall assume office effective October 1 following the annual meeting and shall hold office for one year, or until their successors are duly elected.

Section 7:

In the event of any vacancy of any office, such vacancy shall be filled by appointment of the President with approval from the Board of Directors.

Section 8:

The Board of Directors shall have general charge of the affairs of the organization including the organization's property and shall have power to decide, by quorum vote, those questions not determined by the Constitution and By-Laws. A quorum of the Board of Director shall be majority of the voting members of the Board.

Section 9:

Policy statements concerning matters affecting Arkansas industrial and community development may be developed and/or approved for dissemination in the name of the organization by the Board of Directors.

Section 10:

All meeting of the organization shall be governed by Robert's Rules of Order.

Section 11:

The AED hereby indemnifies any and all of its Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been Directors of the AED, except in relation to matters as to which such Director shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shell be settled by agreement predicated on the existence of such liability for negligence or misconduct.

Article V: Duties of the Officers and Director

Section 1:

President - It shall be the duty of the President to preside at meetings of the organization and the Board of Directors and to perform specific duties which the Board may place upon him and such other duties as ordinarily pertain to his office.

Section 2:

First Vice President - It shall be the duty of the First Vice President, in absence of the President, to act for him and to perform such other duties as ordinarily pertain to such an office and as may be delegated by the President or Board of Directors. The First President shall also have the duty of planning and organizing the annual meeting.

Section 3:

The Second Vice President shall perform the duties of parliamentarian at all meetings, shall be the custodian of the Constitution and By-Laws, membership recruitment, and shall perform other duties as delegated by the President or Board of Directors.

Section 4:

Secretary-Treasurer - It shall be the duty of the Secretary-Treasurer to supervise the keeping of the records of the organization. He shall make an annual financial report to the organization. He shall be authorized to pay any financial obligation of the organization in the same fashion as the Executive Secretary. The Secretary-Treasurer shall also have the duty of overseeing the activities of the scholarship committee.

Section 5:

Executive Secretary - It shall be the duty of the Executive Secretary to maintain, under the direction of the Secretary-Treasurer, the records of the meeting of the organization and the Board of Directors. He shall have charge and custody of all funds and pay all bills and obligations of the Arkansas Economic Developers. He shall make an annual financial report, have custody of all books, papers and property of the Arkansas Economic Developers and deliver all the funds and records to his successor within 30 days following expiration of his term of office.

Section 6:

Directors - It shall be the duties of the Directors to represent the interests of the membership in their district, recruit new members, and preside at any and all meetings held at the district level in support of the organization's aims and objectives.

Article VI: Meetings

Section 1:

The annual meeting shall be held during the third calendar quarter of each year.

Article VII: Funds

Section 1:

The organization shall not engage in the purchase, lease, sale or mortgage of real estate and shall not barrow money or incur debts over and above the purchase of routine office supplies and services without approval of the Board of Directors.

Section 2:

Operating expenses of the organization shall be incurred with the approval of the Board of Directors. Special expenditures or disbursements of any funds shall be made only in a manner prescribed by the Board of Directors.

Section 3:

Each member shall pay an annual membership fee in advance. Members will be suspended from the organization for non-payment of dues. All dues shall be non-refundable.

Article VIII: Properties

Section 1:

Ownership title to all properties of the organization shall be held by the members of the Board of Directors and their successors in office in trust for the membership of the organization.

Article IX: Amendments

Section 1:

These articles may be amended at any annual meeting by a majority vote of the members present and in good standing or at any special meeting called for that purpose.

Article X: Committees

Section 1:

The President shall appoint committees and shall authorize and define the powers of all committees with the approval of the Board of Directors.

Article XI: Fiscal Year

Section 1:

The fiscal year shall end with the 30th day of September of each year.

Article XII: Dissolution

Section 1:

The organization shall use its funds only to accomplish the objectives and purposes specified above and no part of said funds shall inure, or be distributed, to the members of the organization, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Adopted: September 16, 1988

President: James Jones

Vice President: Sharon Noble

Amended: September 17, 1991; September 18, 1992; September 13, 1993, August 26, 1997