Registered Office. The registered office of the North Central Arkansas Regional Economic Development Corporation (hereinafter called the NCAREDC) in the State of Arkansas shall be office of the North Central Arkansas Regional Economic Development Corporation located at 213 East Sixth Street, Suite 115, in the City of Mountain Home, Arkansas, County of Baxter. The name of the Resident Agent in Charge thereof is Gil DeLorenzo.

County Population x $0.38 = total annual assessment
Example: County population of 35,000 = 35,000 x $0.38 = $13,300

In addition, each proposed activity of the Council which entails extraordinary costs not covered by annual dues shall be evaluated by the Board of Directors, who will develop a recommended assessment plan for collecting the costs from the membership. Each member shall be free to accept or to reject each special assessment.

Annual invoicing shall be mailed to each member county board for payment thirty (30) days prior to membership due date. Payment in full or quarterly will be acceptable.

Counties of 20,000 or less residents 2 Representatives
For each additional 10,000 residents 1 Representative

Board Member Appointment. One board member will be appointed by the county judge of each member county. Additional board members will be elected with the consent and approval of the NCAREDC board.

General Powers. The business and affairs of NCAREDC shall be managed by the Board of Directors, and the disbursement of its funds and the disposition of its property in fulfillment of its corporate purposes shall be vested in and controlled by the Board. In carrying out its purposes set forth in the Second Article of the Articles of Incorporation, the Council, by its Board of Directors, shall have all the powers granted to corporations under the laws of the State of Arkansas, including (without limitation) the following powers:

To acquire, receive and accept, by way of gift, grant, endowment, bequest, devise, purchase, solicitation, lease or funding from Federal, State, or local authorities or otherwise, money and property of every kind, nature and description, without limitation as to amount or value, including securities (which term for the purposes hereof, includes, without limitation of the generality thereof, shares of stock, bonds, debentures, notes, mortgages or other obligations, and any certificates, receipts or other instruments representing any rights or interests therein or with respect thereto) created or issued by any persons, firms, associations, corporations, or governments or subdivisions thereof; to exercise, as owner or holder of any such property, including securities, any and all rights, powers, and privileges with respect thereof, including the right to deposit such securities under a voting trust or other agreement; to hold, administer, sell, convey, dispose of, invest and reinvest such property, including securities, and the income and proceeds thereof; to deposit any such property, including securities, with any depository, agent or custodian, and to pay fees and expenses relative thereto; to employ legal council, accountants, investment advisers, brokers and other agents or employees, and to pay to them reasonable compensation; to delegate to any investment adviser full or partial discretionary power with respect to the purchase, retention and sale of securities under investment managers; to use, apply, disburse, grant or donate any of its property and/or the income or the proceeds thereof exclusively for the purposes set forth in the Third Article of the Articles of Incorporation; to borrow money; to make, enter into, perform or carry out contracts of every kind and description with any person, firm, association, or corporation; to employ experts and to establish and maintain bureaus, committees, offices and agencies; and to do any and all other things necessary or proper in connection with or incidental to the objects or purposes of the Council as set forth in the Third Article of the Articles of Incorporation, within such limitation as are prescribed by law. The activities of the Council may be conducted by the Board of Directors both within and without the State of Arkansas.

Meetings.
(a) Annual Meetings. The Annual Meeting of the NCAREDC for the transaction of such business as may properly come before the membership shall be held in accordance with the schedule established by the Board of Directors.
(b) Board Meetings. Regular meetings of the Board shall be held at such times and places as determined by the Board.
(c) Special Meetings. Special meetings of the NCAREDC or of the Board of Directors shall be held whenever called by the Executive Committee. Any business which may be transacted at a Regular Meeting of the Board may be transacted at a Special Meeting.
(d) Place of Meeting. The Board may hold its meetings at location within or without the State of Arkansas, as designated in the respective notices or waivers of notice thereof, or as otherwise deemed appropriate by the Board.
(e) Notice of Meetings. Notice of regular meetings of the Board shall be given in accordance with Article II, Section 2.6. Notices of Special Meetings of the Board shall be sent by the Secretary to each Director at least one week before the day on which such meetings are to be held, by mail, FAX, e-mail or other form of recorded communication. IN extreme cases, notice may be delivered personally or by telephone not later than the day before the day on which such meetings are to be held. Such notice shall be addressed to the Director at his residence or usual place of business and shall specify the time and place of such meeting. Notice of any such meeting need not be given to any Director who shall be present at such meeting or who has waived in writing, whether before or after such meeting shall be held, his right to such notice.
(f) Quorum and Manner of Acting. One-half of the Directors in office shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those Directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. A majority of the Directors present at a meeting of the Board may, despite the absence of a quorum, adjourn the meeting until such time as a quorum shall be present.
(g) Action by Communications Equipment. The Directors of the Executive Committee may participate in a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
(h) Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board or Executive Committee may be taken without notice and without a meeting if all members of the Board consent thereto in writing, and such writing is filed with the minutes of the proceedings of the Board.

Executive Committee. The Executive Committee shall be composed of the four (4) elected officers as provided for in these Bylaws. Additional members may be assigned to the Executive Committee as deemed necessary by the Board of Directors.

Election, Appointment and Term of Office.
(a) The officers of the Council shall be a Chairman, one or more Vice Chairmen, a Secretary, and a Treasurer. In addition, there may be other officers or assistants elected or appointed in the manner hereinafter provided. Any number of offices, other than the offices of Chairman and Secretary, may be held by the same person.
(b) The Officers of the Council shall be elected by the membership at the Annual Meeting. Each officer shall hold office until his/her successor is elected or appointed and shall have been qualified or until the earlier of death, resignation or removal in the manner hereinafter provided.
(c) The Board may elect or appoint other officers as it deems necessary, and such other officers shall have such authority and shall perform such duties as prescribed by the Board. The Board may elect or appoint other assistants as the board deems necessary.

The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Council and words and figures showing that it was incorporated in the State of Arkansas.

Indemnification. NCAREDC shall indemnify any person who is or was a director, officer, employee or agent of the NCAREDC to the full extent authorized by the laws of the State of Arkansas. The indemnification provided by this Article shall not be deemed exclusive of any rights to which a person seeking indemnification may be entitled under any law, agreement, vote of disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Whenever notice is required to be given under any provision of the laws of the State of Arkansas or of the Certificate of Incorporation or the Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee need be specified in any written waiver of notice unless so required by the Articles of Incorporation or by the Bylaws to be included in such notice.

These Bylaws may be altered, amended or repealed, and new Bylaws, consistent with any provision of the Articles of Incorporation or of any statute, may be adopted by the affirmative vote of a majority of the entire Board at any regular or special meeting of the Board. Notice of the proposal to amend, repeal or adopt bylaws shall be included in the notice of any meeting of the Board at which such action shall be taken.