Arkansas District
Judges Council

BY LAWS OF ARKANSAS DISTRICT JUDGES COUNCIL, INC.

ARTICLE I. OFFICES

The principal office of the Arkansas District Judge Council, Inc., herein after Council, in the State of Arkansas shall be located in the city of Little Rock, County of Pulaski. The Council may have such other offices, either inside or outside of Arkansas, as its Board of Directors (the ABoard@) may designate or as the business of the corporation may require from time to time.

ARTICLE II. MEMBERS

SECTION 1. Membership Fees. The Council shall have no membership fees, other than the periodic dues and contributions which may be assessed from time to time. Dues for Regular Members and dues for Life members, if any, will be proposed by the Board and submitted to the Regular Members for approval by a vote in the manner prescribed in Section 8 of Article II. of these by-laws

SECTION 2. Classes of Members. The Council shall have classes of members as set forth below:

(A) Regular Member. The regular members of the Council shall consist of the currently serving judges of the District Courts of the State of Arkansas who are current on their membership dues.

(B) Life Member. Any person who has served as a municipal or district court judge within the State of Arkansas for a period of not less than (10) years may upon retirement be eligible for a life membership. In addition to meeting the tenure and retirement conditions as set out above, the Board may establish other criteria for life membership. The Board shall review the request to determine if the conditions or other criteria, if any, have been met and then vote on the request. If approved by the Board, the request will be presented to and voted on by the regular members at a regular meeting in the manner prescribed in Section 8 of Article II. Life members shall be entitled to all the benefits and privileges of a regular member except he or she may not vote or hold an elected office.

(C) Honorary Member. A person who has provided exemplary service to the Arkansas District Judges Council may be designated as an honorary member of this organization. A nominee=s name shall be submitted to the Board for its review and approval. If approved by the Board, the nominee shall be presented to the regular members at any regular meeting thereof and voted on as prescribed in Section 8 of Article II. Neither the holding of, nor having held, the office of a district judge shall be a requirement for honorary membership.

SECTION 3. Spring and Fall Meetings. The Council shall have two regular meetings a year. The Spring meeting of the Council shall coincide with the joint Judges/Clerks Spring meeting or at such time and place as designated by the Board. The time and place of the Fall meeting shall be set by the Board. The election of officers and other general matters of business may be presented at the Spring meeting. If the election of officers and directors cannot be held at the Spring meeting, the Board shall cause the election to be held at the Fall meeting or at a special meeting as soon thereafter as convenient. Any general matters of business may also be presented at the regular Fall meeting.

SECTION 4. Special Meetings. Special meetings of the Council for any purpose or purposes, may be called by the President or by the Board. The President shall call a special meeting upon the request of not less than ten (10%) of the Regular Members of the Council.

SECTION 5. Place of Meeting. The Board may designate any place, either inside or outside Arkansas, as the place of meeting for any regular or special meeting of the Council.

SECTION 6. Notice of Meetings. Written notice stating the place, day and hour of a regular meeting shall be delivered to the members not less than (10) days before the date of the meeting. Notice of a regular meeting shall be sent by regular mail, email, facsimile or hand delivered to the member. Notice of a special meeting shall be made not less than three (3) days before the date of the meeting. Notice of a special meeting may be made by regular mail, hand delivery of the notice to a member or by Fax or e-mail if a return conformation of receipt is received by the notice giver from whom the notice was sent.

SECTION 7. Quorum. A majority of the regular members of the Council shall constitute a quorum at a meeting of the regular members. If less than a majority of the regular members are present at a meeting, a majority of the regular members present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. The regular members present at the duly organized meeting may continue to transact business until adjournment, or upon the loss of regular members which would constitute less than a quorum.

SECTION 8. Voting. Only a Regular Member whose dues are current shall be entitled to vote. Each regular member shall be entitled to one vote upon each matter submitted to a vote at a meeting. The action of the majority of regular members present at a meeting at which a quorum is present shall be the act of the Council. .

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Purposes. The affairs, activities and operation of the Council shall be managed by its Board of Directors.

SECTION 2. Number, Tenure and Qualifications. There shall be seven (7) voting members of the Board of Directors. This number shall include the three (3) elected officers named in Article IV below and the four elected Board members, one from each congressional district of the State of Arkansas. The four (4) board members of the Board of Directors shall be elected for a term of two (2) years and may be reelected for an additional two (2) year term.

SECTION 3. Regular Board Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law at the same place as the Spring and Fall regular meetings. The Board of Directors may provide, by resolution, the time and place for additional meetings without other notice than such resolution.

SECTION 4. Special Board Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place and the method of conducting any special meeting of the Board called by them.

SECTION 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least three (3) days prior to the proposed meeting by written notice. This written notice may be delivered by mail or hand-delivered, or it may be transmitted by FAX or e-mail if a return confirmation is received by the notice-giver from the one to whom notice is given. A member of the Board of Directors may waive notice of any meeting, and the attendance of a member at a meeting shall constitute a waiver of such notice, except where a member attends for the express purpose of objecting to the transaction of business because the meeting was not lawfully called or convened.

SECTION 6. Quorum. A majority of the Board of Directors fixed by Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting but, if less than such majority is present at a meeting, a majority of the members present may adjourn the meeting from time to time without further notice.

SECTION 7. Manner of Acting. The action of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall constitute the action of the Board.

SECTION 8. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the members of the Board of Directors. If the vacancy occurs in one of the board member positions, the Board of Directors may fill that position by an affirmative vote with a district judge whose judicial district is located primarily in the congressional district in which the vacancy occurred. A member of the Board of Directors elected to fill a vacancy shall serve in office for only the unexpired term of his predecessor.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the Council shall be a President, a Vice-President, and a Secretary-Treasurer, each of whom shall be elected by the regular members for a term of one year. The President may appoint an assistant(s) to an elected officer and may appoint a committee, name the members and designate a chair of the committee.

SECTION 2. Election and Term of Office. The regular members shall elect officers annually at its Spring meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer or board member may be removed by the Board of Directors whenever in its judgment, the best interest of the Council will be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by affirmative vote of the majority of the Board of Directors and serve for only the unexpired term of his/hers predecessor.

SECTION 5. President. The President shall be the principal executive officer of the Council and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Council. He may sign, with the Secretary or any other proper officer of the Council there unto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By Laws to some other officer or agent of the Council, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. Vice-President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. The Vice- President shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall: (a) Keep the minutes of the proceedings of the Council and of the Board of Directors in one or more books provided for the purpose; (b)see that all notices are duly given in accordance with the provisions of these By Laws or as required by law; ( c) have charge and custody of and be responsible for all funds of the Council; (d) receive and give receipts for moneys due and payable to the Council from any source whatsoever, and deposit all such moneys in the name of the Council in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By Laws; (e) in general, perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

SECTION 8. The president shall appoint an officer nominating committing consisting of three immediate past presidents who are in attendance and are currently serving as district judges and two members at large from the regular membership of the Council. The nominating committee will present a slate of officers and board members, as needed, to the regular membership. The presentation of the slate of officers by the nominating committee shall not preclude nominations being made from the floor by any regular member. When more that one candidate is nominated for an office that office or offices shall be voted on separately.

ARTICLE V. DISTRICT COURT COORDINATOR Pursuant to legislative act(s), the Council may contract for a District Court Coordinator to manage the everyday activities of the Council. The contracted individual may be referred to as Coordinator or Executive Director at the discretion of the Board. The duties to be performed by this contract individual will be set forth in a written job description approved by the Board.

ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loan shall be made by the Council to its directors or officers. Any directors who vote for or assent to the making of a loan to a director or officer, and any officer or officers participating in the making of such loans, shall be jointly and severally liable to the Council for the amount of such loan until repayment thereof in accordance with provisions of the Arkansas Non-Profit Corporation Act. No loans shall be contracted on behalf of the Council and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Council, shall be signed by such officer or officers, agent or agents of the Council and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the Council not otherwise obligated shall be deposited from time to time to the credit of the Council in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII. FISCAL YEAR

The fiscal year of the Arkansas District Judges Council, Inc. shall be from January 1 through December 31.

ARTICLE VIII. DIVIDENDS PROHIBITED

The Council shall not have or issue shares of stock, and no dividend shall be paid and no part of the income of the Council shall be distributed to its members. The Board of Directors may reimburse its members, officers, board members and employees for expenses incurred in attending to their authorized duties. All such expenses shall be evidenced by a receipt or other appropriate document.

ARTICLE IX. AMENDMENTS These By Laws may be amended or repealed by a majority vote of the regular members at any regular or special meeting of the Arkansas District Judges Council, Inc.

Amended September, 2009