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ARTICLE I

NAME AND OFFICERS

Section 1.1: Name. The Name of the Organization is Village Employees Benefit Fund (VEBF)

Section 1.2: Principal Office. The Principal Office will be that of the VEBF Accounting Firm of Record.

ARTICLE II

PURPOSES

Section 2.1: Nature of Corporation. The VEBF is a nonprofit corporation formed, organized and operated in accordance with the meaning and provisions of an Arkansas Domestic Non-Profit Corporation. Filing Number: 81188196.

Section 2.2: Primary Purposes. The VEBF is organized for the purposes set forth in its Articles of Incorporation, dated December 21, 2018 and filed with the State of Arkansas on December 21, 2018. VEBF’s Assigned IRS Employer’s Identification Number (EIN) is 27-3908756, assigned on November 9, 2010.  

ARTICLE III

BOARD OF DIRECTORS

Section 3.1: General Powers. The Board of Directors shall have the general power to manage and control the affairs and property of VEBF and shall have full power, by majority vote, to adopt rules and regulations governing the actions of the Board of Directors. The Board of Directors may, at its discretion, select and employ Administrative Staff and shall prescribe such duties as appropriate. 

The Board of Directors shall be responsible for, but not limited to: (1) the management of VEBF (2) the financial solvency of VEBF and the appropriate use of funds; (3) the implementation of standards set forth in the rules and By-Laws.

Section 3.2: Number, Election, and Term of Office. The Board of Directors shall consist of not less than Seven (7) or more than Eleven (11) members. Directors need not be residents of the State of Arkansas.

The term of office for a Director is two (2) years with one-third (1/3) of the directors elected each year. In the event of an unexpired term, a Director may be elected to a term of less than two (2) years. Each Director is eligible to serve three (3) consecutive two (2) year terms or a total of not more than six and one-half (6-1/2) years consecutively. After serving the maximum of three consecutive two year terms, a Board member must wait one full year before he/she is able to serve again. 

Board members shall be selected as follows: Resumes or letters of interest for nominees shall be collected by the Board President or a committee appointed by the President which shall also conduct interviews of candidates. At the December Board meeting or by electronic mail, a list of candidates shall be presented to the Board for its review and election. Election to the Board of Directors shall be by majority vote of the members of the Board of Directors. Electronic mail ballots will be accepted if presented on the same day as the board meets in December. Newly elected Directors will be seated at the January meeting.

Section 3.3: Vacancies. Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the unexpired term of his/her predecessor in office. Any Director who fails to attend three (3) consecutive Board meetings without a valid excuse may be asked to resign.

Section 3.4: Annual and Regular Meetings. The Board of Directors has designated December as its annual meeting. The Board of Directors will meet monthly beginning in January. All Committees will meet as needed. The Board of Directors may by resolution prescribe the time and place of such other regular meetings. Board members may attend by conference call or video conferencing. 

The Secretary or his/her appointee will notify the Board members in writing five (5) days in advance of regular meetings and an agenda, approved by the President, will be included.

Section 3.5: Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place, within the greater Hot Springs, Arkansas area as the date, hour, and place for holding any special meeting of the Board called by them. For action items requiring a vote, a quorum shall consist of sixty-six and two thirds (66.66%) of the current seated board members.

Section 3.6: Notice. Notice of any special meeting of the Board of Directors shall be given at least fifteen (15) days previously thereto by written notice delivered personally or sent by mail, email, facsimile or other means of electronic transmission to each Director at his/her address as shown in the records of VEBF. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any annual meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting.

Section 3.7: Quorum and Proxies. Sixty-six and two thirds (66 2/3%) of the current seated board members shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a quorum of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting without further notice. Proxies shall not be permitted.

Section 3.8: Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

Section 3.9: Compensation. Directors shall not receive any stated salaries for their services but may be reimbursed for reasonable expenses. 

Section 3.10: Informal Action. Any action may be taken without a meeting of the Directors if consent in writing setting forth the action so taken shall be signed by two-thirds of the Directors. Such action may take place via electronic mail.

Section 3.11: Resignation; Removal. (a) A Director may resign from the Board of Directors at any time by giving notice of his/her resignation in writing addressed to the President or Secretary of VEBF or by presenting his/her written resignation at an annual, regular, or special meeting of the Board of Directors. (b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by the vote of a majority of the Directors then in office. (c) Any member of the Board who is absent from three (3) consecutive board meetings without notification to and excused by the President of the Board may be terminated by a majority vote of a quorum.

ARTICLE IV

REGULAR COMMITTEES

Section 4.1: Purposes. The Board of Directors may establish such regular committees to assist it in the performance of its duties as it considers appropriate. The Board President may also appoint Ad Hoc committees and/or Task Force committees as deemed necessary. All committees of the Board will have not less than one (1) Board member as a committee member. Other committee members may be appointed by the President from the Hot Springs Village community.

Section 4.2: Number, Election, and Term of Office. The number of Board members of each regular committee shall not be less than one (1) appointed by the President. The President will report the appointments at the next regular board meeting and members shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors. A Committee may ask non-board members to serve on the committee providing those so asked have been approved by the Board President. 

Section 4.3: Officers. The President may designate from among the members of each regular committee a Chairman of such committee, and such other officers of the committee as the President deems appropriate. The Chairman and any other officers of each such committee shall have such duties as the President prescribes. Committee Chairman will provide written notes of committee meetings, including any recommendations requiring board action, to the Executive Committee or the Board of Directors.

Section 4.4: Vacancies. Vacancies in the membership of any committee shall be filled by the President. 

Section 4.5: Meetings & Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee and with the exception of the Executive Committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee. Committees will meet as needed to accomplish the goals and work of the committee. Ad hoc committees and/or Task Force committees will meet as often as necessary in order to accomplish the task assigned.

Section 4.6: Rules & Responsibilities. Each committee may adopt rules for its own governance not inconsistent with the By-Laws or with rules adopted by the Board of Directors. The responsibility of each committee is or will be separately described and will be appended to these By-Laws but not considered as part of such.

Section 4.7: Powers. Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the By-Laws.

Section 4.8: Standing Committees. The Four (4) Standing Committees of the Board are: Finance, Publicity & Marketing, Sponsors, and Executive.

Section 4.9: Executive Committee. The Executive committee shall be composed of the President of the Board, Vice President, Secretary, and Treasurer. A quorum of the Executive Committee shall consist of fifty-one percent (51%) of the current seated Executive Committee members. The Executive Committee shall meet as needed to conduct routine business of VEBF and shall report its action for approval by the full board at its next regularly scheduled meeting. Special meetings of the Executive Committee may be called by a quorum of the Executive Committee or by the President.

ARTICLE V

OFFICERS

Section 5.1: Officers. The Officers of VEBF are President, Vice President, Secretary, Treasurer, and such other Officers as may be elected in accordance with the provisions of this Article. 

Section 5.2: Election and Terms of Office. The Officers shall be elected by a majority vote of the members of the Board of Directors at the organizational meeting and at each December Annual meeting of the Board thereafter, except that new offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office for a term of one (1) year and thereafter until his/her successor shall have been duly elected and qualified.

The Nominating Committee shall be comprised of three (3) Board Members, who have served on the Board of Directors for at least one (1) year, with at least (1) year remaining in their term on the Board. A member of the Nominating Committee cannot serve more than two (2) consecutive years on the Nominating Committee.

The Nominating Committee shall present a slate of proposed officers at the regular December Board meeting. Nominations may be accepted from the floor. The vote will be by paper ballot. The successful candidate for any office must receive a majority of the votes cast. Officers will assume their offices at the January Board meeting.

Section 5.3: Removal. Any Officer may be removed upon an affirmative vote of two-thirds of the entire Board of Directors, whenever in its judgment the best interests of the organization would be served thereby.

Section 5.4: Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.5: President. The President has oversight of the business and affairs of VEBF and provides direction and structure for the Board. He/she may sign, with the Secretary or any other proper Officer of VEBF authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments or documents which the Board of Directors has authorized to be executed; and he/she shall perform all such other duties as may be stated in these By-Laws and be prescribed by the Board of Directors from time to time.

Section 5.6: Vice President. In the event the death, resignation or removal of the President, the person who serves as Vice President shall assume the office of President until the Board of Directors elects a successor to the President and shall perform all such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.7:  Secretary. The Secretary shall keep or cause to have kept the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the corporate records and seal; and perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 5.8: Treasurer. The Treasurer shall be responsible for oversight of all funds and securities of VEBF. The Treasurer shall present or cause to be presented financial reports to the Board of Directors at board meetings and other meetings as requested; shall serve as chair of the Finance Committee; and perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 6.1: Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of VEBF in addition to or in place of the Officers so authorized by the By-Laws, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of VEBF and such authority may be general or confined to specific instances.

Section 6.2: Checks, Drafts, and Similar Documents. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of VEBF shall be signed by such Officer or Officers and/or agent or agents of VEBF and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 6.3: Deposits. All funds of VEBF shall be deposited from time to time to the credit of VEBF, in such banks, trust companies or other depositories as the Board of Directors may select.

Section 6.4: Gifts and Contributions. The Board of Directors may accept on behalf of VEBF any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the VEBF. Such contributions, gifts, bequests, or devises shall be in conformity with the laws of the United States, the State of Arkansas and any other relevant jurisdiction.

ARTICLE VII

BOOKS AND RECORDS

The VEBF shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE VIII

FISCAL YEAR

The fiscal year of VEBF shall begin on the first day of January and end on the last day of December in each year.

ARTICLE VIX

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the law of Arkansas or under the provisions of the Articles of Incorporation or the By-Laws of the VEBF a waiver thereof in writing signed by the person or persons entitled to such notice, or acknowledged as received if by electronic mail whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X

REVIEW AND AMENDMENTS TO BY-LAWS

The By-Laws may be altered, amended or repealed and new By-Laws may be adopted by majority vote of the Board of Directors present at any annual, regular or special meeting, if at least fifteen (15) days written notice is given of intention to alter, amend or repeal the By-Laws or to adopt new By-Laws at such meeting. Votes may be cast by email to the Board Secretary or President in the event the Director has an excused absence from the meeting at which such vote is to be taken. Email votes must be received no later than noon the day of the meeting. 

The By-Laws will be reviewed no less than every two years by a committee of three (3) Board Members, appointed by the President. This committee will bring its recommendations to the full Board for action according to the process mentioned herein.

ARTICLE XI

PARLIAMENTARY AUTHORITY

Any rules of parliamentary procedure not covered by these By-Laws shall be governed by the latest edition of Robert’s Rules of Order.

ARTICLE XII

In the event of dissolution of this corporation, all of its assets remaining after payment or provision for payment of all debts and liabilities of VEBF shall be distributed first as individual gifts to POA employees in that calendar year in an amount determined by the Board members. The remaining funds thereafter will be given to the Hot Springs Village Community Foundation. The VEBF Board members may designate the use of those funds donated to Hot Springs Village Community Foundation. 

ARTICLE XIII

INDEMNIFICATION

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement penalties, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the corporation and the indemnified officers and directors.  No amendment or repeal of the provisions of this Article which adversely affect the right of an indemnified officer or director, under this Article shall apply to such officer or director with respect to those acts of omissions which occurred at any time prior to such amendment or repeal.

ARTICLE XIV

 DEFINITIONS

Fund and/or VEBF. Fund shall mean Hot Springs Village Employees Benefit Fund. 

Board. Board shall mean the duly elected members of the VEBF Board of Directors.

Property Owner. Property Owner is any individual who owns property in Hot Springs Village, Arkansas. 

Director. Director shall mean any individual duly elected to serve on the Board of Directors.

These By-Laws adopted on the 14th day of April, 2021.