ARTICLE I. OFFICES

The corporation shall be referred to as the Arkansas Society of Professional Surveyors ("ASPS"). ASPS may have such offices within the State of Arkansas as the Board of Directors (the Board) may designate or as the business of ASPS may require from time to time.

ARTICLE II. MEMBERS

SECTION 1. A. Classes of Members. ASPS shall have the classes of Membership as set forth in Article II of the Articles of Incorporation.

B. Membership Status. Any newly licensed person meeting the requirements for Privileged or Regular Membership shall receive a one-time first year’s membership without payment of dues. All other classes of membership set out in the Articles of Incorporation shall automatically become members upon receipt of dues and approval by the Board.

C. Dues. For the purpose of payment of dues to ASPS, the fiscal year shall begin on July 1st and end on June 30th.

D. Determination of Dues. The annual dues and changes to the annual dues are to be proposed by the Board and must be confirmed by a simple majority of the membership.

E. Late Payment. A member whose dues are not paid by October 15 shall be considered delinquent and their membership terminated.

F. Reinstatement. Any former Member, otherwise in good standing except for nonpayment of dues, may reapply for Membership.

SECTION 2. Annual Meeting. The annual meeting of the Members shall be held each year at the Annual Conference for the purpose of installing officers and for the transaction of such other business as may come before the meeting. The Board shall designate the time and place, either within or without the State of Arkansas for the annual meeting. The Secretary-Treasurer of ASPS shall notify the Membership of the exact time and place not less than 30 days prior to the Annual Meeting. At the Annual Meeting, the President and the Secretary-Treasurer shall report on the activities and financial condition of ASPS, and the membership shall consider and act upon such other matters that are consistent with the notice of the meeting.

SECTION 3. Special Meetings. Special meetings for any purpose or purposes may be called by any corporate officer or by the Board. A member of the Board or any corporate officer shall call a special meeting upon receipt of a petition of not less than 10% of the voting members of ASPS. The petition must describe the purpose or purposes of the special meeting and must be signed and dated by the requesting members. The Board shall designate the place and time of any special meetings, which must be held within the State of Arkansas. The Board upon notification of petition of special meeting shall hold said meeting within 45 days of receipt of petition and shall notify the membership not less than 10 days prior to the meeting.

SECTION 4. Quorum. A quorum of the membership shall be achieved when no less than twenty percent of the total voting membership is present.

SECTION 5. Voting. The voting privilege of ASPS shall be exercised only by Privileged Members and Regular Members ("Voting Members"). A Voting Member may appoint a proxy to vote or otherwise act for the Voting Member by signing a letter of proxy that shall be valid for only one meeting. Presentation of proxy is effective when received prior to the vote by the Secretary-Treasurer or other officer authorized to tabulate votes.

SECTION 6. Certificates of Membership and Promotional Materials. The Board shall adopt and supply to each Member of ASPS a Certificate of Membership upon admission to ASPS. Any replacement of this certificate shall be at the expense of the Member. The Board may design, adopt and sell at cost to the Membership promotional materials. All members shall be encouraged to use the materials so that public knowledge of ASPS and its objectives may be promoted.

ARTICLE III. ELECTION OF DIRECTORS AND OFFICERS

SECTION 1. Nomination. The Nomination Committee as prescribed in these Bylaws shall prepare and submit to the Secretary-Treasurer, at least ninety (90) days prior to the date of the Annual Meeting a list of proposed officers, and applicable Directors, to be voted on in accordance with these Bylaws. The list of proposed officers shall contain as unopposed for President the name of the currently serving President-Elect, and as unopposed for President-Elect the currently serving Vice-President. This list of proposed officers shall also contain one or more candidates for each other Office Director and two or more candidates for each District Director whose term is to expire at the Annual Meeting. The candidates for the office of Vice-President and Secretary-Treasurer shall be from the State at large. The Nominating Committee shall give due consideration to the geographical distribution of the candidates so that, insofar as is practicable, various sections of the State will be represented by nominees. The Nomination Committee shall secure a statement from each of the proposed candidates that they will serve, if elected, before their names shall be placed in nomination.

SECTION 2. Notice. Within ten days after receiving from the Nominating Committee its list of proposed candidates for officers and directors, the Secretary-Treasurer shall mail a copy of this list to each Voting Member of ASPS.

SECTION 3. Additional Nominees. Within thirty (30) days after mailing of the list of proposed candidates, any ten (10) Voting Members of ASPS may submit in writing, to the Secretary-Treasurer additional nominees for Vice-President, or Directors. If they are eligible and their nominations are accompanied by a statement from them that they are willing to be candidates, their names shall be placed on the ballots.

SECTION 4. Election. Thirty (30) days prior to the Annual Meeting, the Secretary-Treasurer shall prepare and send to each Voting Member a ballot containing the names of all nominees, with the instructions that secret sealed ballots must be returned to the Secretary-Treasurer at least five days prior to the date of the first day of the Annual Meeting. Each ballot shall be returned in two envelopes: the inner one to be blank, and the outer one to be endorsed by the Member's signature. The Secretary-Treasurer shall deliver all ballots unopened, together with a list of all eligible votes, to a special Tellers Committee of five, appointed by the President, who shall canvass all the ballots. The results shall be announced at the Annual Meeting. The candidate receiving the largest number of votes for each office shall be elected. In the event of a tie vote for any office, the Voting Members at the Annual Meeting shall proceed to vote among the candidates so tied with a majority of the votes cast being required to elect. The installation ceremony of newly elected officers and directors shall be held at the Annual Meeting. The Secretary-Treasurer shall preserve the ballots for one year.

SECTION 1. General Powers. The affairs, activities and operation of ASPS shall be managed by its Board of Directors. Directly or through its committees, the Board makes disbursements and special appropriations for specific purposes, acts upon applications for Membership and upon suspensions or terminations as provided in the Bylaws; takes measures to advance the interest of ASPS; has charge of and management of all properties of ASPS; and directs the publications of ASPS. ASPS may pay compensation in a reasonable amount to its directors or officers for services rendered. ASPS may reimburse its directors, officers, and employees for expenses incurred in attending to their authorized duties, provided, however, that such expenses shall be evidenced by receipt or other proper documents.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of ASPS shall be eleven (11). The eleven shall consist of the following: A) Six Office Directors being 1) President, 2) President-Elect, 3) Immediate Past President, 4) Vice-President, 5) Secretary-Treasurer 6) National Society of Professional Surveyors Governor, and B) Five District Directors - one representing each district of the State of Arkansas as setout in Article VI Section 3 hereafter.

The six office directors shall serve terms on the board for such time as they are executing the designated office. The five district directors shall serve two (2) year terms or until their successors are duly elected and qualified. Terms of the district directors shall be staggered and no district director may serve more than two (2) consecutive terms of office. The six office directors shall be required to meet the qualifications of their designated office. The five district directors shall be required to meet the qualifications of Article VII Section 2 and each district shall elect its own director.

SECTION 3. Regular Meetings. A regular meeting of the Board shall be held without notice immediately before or after the annual meeting of the Membership, and at least during each calendar quarter thereafter.

SECTION 4. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix the Place for holding any special meeting of the Board called by them. Notice of any special meeting shall be given at least three (3) days previously thereto by written notice delivered to each director at his business address, in person, by first class or registered mail or by telecopier or facsimile transmittal. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telecopier or facsimile, such notice shall be deemed to be delivered when the proof of transmittal is received by the sender. Any director may waive notice of any meeting. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes of ASPS records. A signed waiver delivered by facsimile transmittal shall constitute a valid waiver of notice. A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with these bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.

SECTION 5. Quorum. A majority of the number of directors fixed in Section 2 of this Article IV shall constitute a quorum for the transaction of business at any meeting of the Board but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 6. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board except as provided for removal of officers.

SECTION 7. Action Without Meeting. Any action of the Board to be approved by the voting Members may be approved without a meeting of Voting Members if the action is approved by Voting Members holding at least eighty percent (80%) of the voting power of the Board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those voting Members representing at least eighty percent (80%) of the voting power, and delivered to the ASPS office for inclusion in the minutes or filing with the corporate records. A consent signed as outlined above has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. Written notice of Voting Member approval shall be given to all Members who have not signed the written consent. If written notice is required, Voting Member approval pursuant to this paragraph shall be effective ten (10) days after such written notice is given.

SECTION 8. Removal, Resignation. The Voting Membership may remove one (1) or more directors elected by them without cause only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may resign at any time by delivering written notice to the Board, it’s presiding officer or the President or Secretary. The notice shall state and set the effective date of resignation.

SECTION 9. Vacancies. Any vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the Voting Members of the remaining directors, though less than a quorum of the Board. A director elected by the Board to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board for a term of office continuing only until the next election by the Membership.

ARTICLE V. OFFICERS

SECTION 1. Number, Tenure, and Qualifications. The officers of ASPS shall be a President, a President-Elect, a Vice-President, a Secretary-Treasurer, and an Immediate Past President each of whom shall be elected as provided herein. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. The officers of ASPS shall serve a one (1) year term each or until their successors are duly elected and qualified or appointed. For a member to qualify as a nominee to serve as an officer of ASPS the member shall be a privileged member in good standing, whose dues are currently paid and have maintained membership in ASPS for five consecutive years prior to nomination. In addition the nominee should have served on committees or the Board of ASPS and demonstrated leadership abilities.

SECTION 2. Duties and Powers of Officers. The duties and powers of ASPS Officers shall be as follows:

A. President. The President shall have general supervision of the affairs of ASPS, shall be President of the Board, shall select the chairperson of all Standing Committees, may appoint Special Committees, and shall be an ex officio member of all committees. He shall sign all membership certificates and represent ASPS on official occasions. He shall also make a one-year appointment of a Parliamentarian to act as the official interpreter of these Bylaws. Said Parliamentarian may not be an officer or voting Board member.

B. President-Elect. The President-Elect shall become familiar with the activities of all existing committees and prepare a list of chairpersons and members of said committees that will become effective when he takes office. He shall preside at the meetings of ASPS and the Board in the absence of the President and shall discharge the President's duties, in case of a vacancy until a new President has been designated.

C. Vice-President. The Vice-President shall preside at the meetings of ASPS and the Board in the absence of both the President and President-Elect and discharge the President-Elect's duties, in case of a vacancy, until a new President-Elect has been designated.

D. Secretary-Treasurer. The Secretary-Treasurer, a non-voting position, under the direction of the President and Board, shall be the executive director of ASPS, and Secretary of the Board. He shall receive all money and dues and deposit the same in the name of ASPS. He shall invest all funds not needed for current disbursements, as directed by the Board. He shall pay all bills, when certified and audited as provided by these Bylaws and the rules prescribed by the Board. He shall carefully examine all expenditures and use his best endeavor to secure economy in the administration of ASPS. He shall himself certify the accuracy of all bills or vouchers on which money is to be paid. All money drawn from the treasury must be on orders approved by the President and signed by the Secretary-Treasurer. He shall be expected to attend all meetings of ASPS and of the Board and duly record the proceedings thereof. He shall execute his duties as required in ARTICLE III to accomplish the election of Directors and Officers. He shall conduct or supervise the correspondence of ASPS and keep full records of the same. The Secretary-Treasurer may be paid a nominal salary and may be allowed compensation for clerical assistance, the amounts of such salary and compensation to be determined by the Board. The Secretary-Treasurer should renotify all members who have not paid their membership dues by September 1 that membership will be terminated on October 15.

E. Immediate Past President. The Immediate Past President shall assist the President in a manner so as to facilitate an orderly transition from the past administration to the current administration.

SECTION 3. Removal/Resignation. Any officer or agent may be removed by the Board at any time with or without cause provided a minimum of eight (8) Board Members support the action of removal. An officer may resign at any time by delivering written notice to the Board, it’s presiding officers, or the President or Secretary-Treasurer. The notice shall state and set the effective date of resignation.

SECTION 4. Vacancies. A vacancy in any office shall be filled by the Board for the unexpired portion of the term. The office shall be filled by the affirmative vote of a majority of the voting members of the remaining Directors, though less than a quorum of the Board.

ARTICLE VI. COMMITTEES

SECTION 1. Board Committees. The Board of Directors may appoint one (1) or more committees of the Board and appoint Members of the Board to serve on them. The President shall select the chairperson of each committee. Each committee shall have three (3) or more members who shall serve at the pleasure of the Board. The creation of the committee and appointment of Members to it must be approved by a majority of a quorum of the Directors when the action is taken. Article III, Sections 3 and 6, shall apply to committees of the Board and their Members as well. Each committee of the Board may exercise the Board's authority, except that a committee of the Board may not: (a) authorize distributions; (b) approve or recommend to Members dissolution, merger or the sale, pledge or transfer of all or substantially all of ASPS assets; (c) elect, appoint or remove directors or fill vacancies on the Board or on any of its committees; or (d) adopt, amend or repeal the Articles or Bylaws.

SECTION 2. Standing Committees. The standing committees of ASPS and their duties shall be as follows:

A. Articles of Incorporation and Bylaws Committee. The Articles of Incorporation and Bylaws Committee shall prepare or receive all resolutions referred to ASPS for consideration and shall recommend appropriate action to the Board. This committee shall thoroughly acquaint itself with the Articles of Incorporation and the Bylaws, and it shall then recommend such changes or amendments to the Articles of Incorporation and the Bylaws that it considers advisable

B. Education Committee. The Education Committee shall investigate and make recommendations as to methods of improving Surveyors' education and training both without and within ASPS. It shall keep the Members informed as to improved ideas and methods of Surveying by articles in ASPS quarterly publications.

C. Executive Committee. The Executive Committee shall be composed of the President, the President-Elect, the Vice-President, the immediate Past-President, the Secretary-Treasurer, and one Member of the Board appointed by the Board. This committee shall have immediate supervision of the arrangements necessary for the Annual Conference and shall supervise all matters pertaining to publicity thereof.

D. Finance Committee. The Finance Committee shall be the watchdog of the financial affairs of ASPS. It shall audit the accounts of ASPS annually, or more frequently, if necessary. It shall submit a written report of the audit to the Board indicating the status of the financial records. It shall make recommendations to the Board as to the amount of the Members annual dues, as to investment of moneys, and as to other financial matters. It shall provide the Board with a Recommended Budget ninety (90) days before the Annual Conference. The Secretary-Treasurer and the President-Elect shall be adhoc Members of the Finance Committee.

E. Legislative Committee. The Legislative Committee shall thoroughly familiarize itself with, and keep a record of all existing legislation in the State affecting Surveyors and shall diligently watch for proposed legislation. It shall carefully study such legislation and recommend to the Board as to action on the part of ASPS that this committee deems advisable. It shall study existing laws and rules of the State and its political subdivisions concerning the registration of Surveyors, the practice of Surveying, and shall make recommendations to the Board as to improvements of these laws or rules.

F. Ethics and Professional Practices Committee. The Ethics and Professional Practices Committees shall prepare a Code of Ethics for ASPS and shall make recommendations as to the Standards of Practice to be adopted by ASPS. It shall be the advisory committee to ASPS and its Members concerning ethics and practice. It shall make studies of and recommendations to the Board concerning expulsion of any Member.

G. Membership Committee. The Membership Committee shall be directly responsible for the activities of ASPS concerning Membership and the promotion of Membership in ASPS.

H. Nominating Committee. The Nominating Committee shall prepare the list of candidates for office in ASPS as prescribed in these Bylaws

I. Public Relations Committee. The Public Relations Committee shall promote public knowledge, faith, reliance in Professional Surveyors and their work. They shall also advise the public and the Members of ASPS of the activities, services, and objectives of ASPS. It shall have charge of the selection and editing of material for and the preparation and issuance of the publications of ASPS. It shall make recommendations to the Board and take such actions as the Board may direct as to methods of promoting better understanding and mutual interests between ASPS and other related professional organizations. It shall also function with other professional Societies interested in or directly concerned with ASPS.

SECTION 3. Reports. All active Standing Committees, and such Special Committees as may be appointed by the Board of Directors shall render a written report of their actions and recommendations at the Annual Conference. A copy of this report shall be submitted to the Board through the Secretary-Treasurer at least five days prior to the opening date of the Annual conference. Special Committees for stated specific purposes may be appointed by the Board. The term of office of all committees shall expire with the close of the Annual Conference following their appointment, unless specifically extended by the incoming President.

SECTION 1. Creation. For the purposes of representation, elections, and other purposes as set forth in these Bylaws, the State shall be divided into Districts. Each of these districts shall be composed of such a group of contiguous counties as will secure, in so far as is practicable, an equitable representation of the Licensed Surveyors in the various districts. These districts, the counties included in each, and the number of directors representing each shall be as indicated in the Bylaws.

SECTION 2. Representation. Districts shall be represented by one Director. Directors must be residents of the District that they represent, and must be a privileged member of ASPS.

SECTION 3. Districts. The Districts are as follows:

District No. I - NORTHWEST DISTRICT: Counties of Benton, Boone, Carroll, Crawford, Franklin, Johnson, Logan, Madison, Marion, Newton, Pope, Searcy, Sebastian, Scott, Van Buren, Washington, and Yell.

District No. 2 - NORTHEAST DISTRICT: Counties of Baxter, Clay, Craighead, Crittenden, Cross, Fulton, Greene, Independence, Izard, Jackson, Lawrence, Mississippi, Poinsett, Randolph, Sharp, St. Francis, Stone, White, and Woodruff.

District No. 3 - SOUTHWEST DISTRICT: Counties of Calhoun, Clark, Columbia, Dallas, Garland, Grant, Hempstead, Hot Spring, Howard, Lafayette, Little River, Miller, Montgomery, Neveda, Ouachita, Pike, Polk, Sevier, and Union.

District No. 4 - SOUTHEAST DISTRICT: Counties of Arkansas, Ashley, Bradley, Chicot, Cleveland, Desha, Drew, Jefferson, Lee, Lincoln, Phillips, and Prairie.

District No. 5 - CENTRAL: Counties of Conway, Faulkner, Lonoke, Perry, Pulaski, Saline, and Cleburne.

ARTICLE VIII. LOCAL CHAPTERS

SECTION 1. Formation. To aid and assist in carrying out the objectives and purposes of ASPS, ASPS will encourage and support the formation of Local Chapters of ASPS in any City, County, or group of Counties in the State. A minimum of five Members of ASPS shall be required to form a Local Chapter. Whenever such a group shall petition in writing, and such petition be accepted by the Board, these Members may form, subject to the Bylaws of the Corporation, a Local Chapter to carry out more effectively the aims of ASPS.

SECTION 2. Purpose. The principal purpose of the Local Chapters shall be the holding of regular meetings, at such times and places as may be determined by them, where the Members may become better acquainted with one another, to discuss and work out their local problems, for the presentation of speakers and papers on subjects relating to Surveying, and to promote the objectives of ASPS.

SECTION 3. Offices. The officers of each Local Chapter shall consist of a Chairperson, Secretary, and such other officers as may be desirable and their duties shall be those usually associated with such offices, as accepted by the Board of ASPS. Local Chapters shall adopt such bylaws, to be known as Chapter Bylaws, as they may deem advisable, provided that no provision thereof shall be incompatible with the Bylaws of ASPS and shall be compatible with all local, state, and federal laws. They shall submit a copy of their proposed Chapter Bylaws and any revision or amendments thereto, to the Board for acceptance.

SECTION 4. Accounting to Corporation. The Chapters shall not bind ASPS to any action without the prior knowledge and consent of the Board of Directors.

ARTICLE IX. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board may authorize the President or any other officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of ASPS and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be made by ASPS to its directors, officers or members. Any loans made or obtained in the name of ASPS shall be authorized by a resolution of the Board. Such authority shall be confined to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders of payment of money, notes or other evidence of indebtedness issued in the name of ASPS in excess of $500.00 must be signed by two authorized signatures, one of which shall be the President, the second signature may be the Secretary-Treasurer or other authorized signer. Checks, drafts, or other orders for payment of money $500.00 or less in value must be signed by the President, or the Secretary-Treasurer or one other authorized signer.

SECTION 4. Deposits. All funds of ASPS shall be deposited to the credit of ASPS in such banks, trust companies or other depositories as the Board may select.

ARTICLE X. FISCAL YEAR

The fiscal year of ASPS shall begin on the first day of July and end on the last day of June in each year.

ASPS shall not purchase or issue shares of stock. No dividend shall be paid and no part of the income of ASPS shall be distributed to its directors or officers. ASPS may pay compensation in a reasonable amount to its directors or officers for services rendered. ASPS may reimburse its directors, officers and employees for expenses incurred in attending to their authorized duties, provided, however, that such expenses shall be evidenced by receipt or other proper documents.

ARTICLE XII. APPLICATIONS AND ACCEPTANCE

SECTION 1. Applications. An application for admission to ASPS shall be in a form and in such detail as prescribed by the Board. It shall be signed by the applicant and shall contain a promise to abide to the Bylaws of ASPS. Applications for Membership in ASPS shall be accompanied by the dues for the current year. If the applicant is refused admission to ASPS, said dues will be returned.

SECTION 2. Acceptance. The Board shall make the decision as to acceptance of new Member applications and approval thereof. Upon acceptance of a new member, ASPS will provide copies of these Bylaws and the Articles of Incorporation.

ARTICLE XIII. TERMINATION AND SUSPENSION OF MEMBERS AND CHAPTERS

Any Member or Chapter may be terminated or suspended from ASPS, provided that the termination, or suspension is fair and reasonable, taking into consideration all of the relevant facts and circumstances. The Member or Chapter must be given not less than fifteen (15) days prior written notice of the suspension or termination and the reasons therefor. The Member or Chapter shall have an opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the suspension or termination. The written notice must be given by first class or certified mail and sent to the last address of the Member or Chapter shown on ASPS records. Any proceeding challenging a suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the suspension or termination. A Member who or Chapter that has been terminated or suspended may be liable to ASPS for dues, assessments or fees as a result of obligations incurred or commitments made prior to termination or suspension.

ARTICLE XIV. AMENDMENTS

These Bylaws may be amended by the Board subject to ratification by the membership. If the Board seeks to have an amendment ratified by the members at a membership meeting, ASPS shall give notice to its members of the proposed membership meeting in writing in accordance with these Bylaws. The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. If the Board seeks to have an amendment ratified by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

All amendments to these Bylaws shall be provided to the membership by First Class or Certified Mail. A copy of the amendments shall be mailed within thirty days of its adoption by the Board.

Whereas these amended Bylaws have been presented to the membership on ____________________ and approved by the membership, the officers and Directors of ASPS hereunto affixed their hands on this ___________ day of _________________, 1998.

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President

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Immediate Past President

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President-Elect

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Vice-President

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Secretary-Treasurer

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NSPS Governor

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Director District 1

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Director District 2

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Director District 3

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Director District 4

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