ARTICLE I
the authority
Section
1.
Name of the Authority. The name of the
Authority is the "Arkansas Development Finance Authority."
Section 2.
Seal of the
Authority. The seal of the Authority shall be circular in form
with the wording "Arkansas Development Finance Authority" and the year of its
creation inscribed thereon.
ARTICLE
II
MEETING OF THE BOARD OF DIRECTORS
Section 1.
Regular
Meetings. Meetings of the Board of Directors of the Authority
shall be held on the third Thursday of each month or otherwise at such
alternate time of the month as may be designated by resolution adopted by the
Authority.
Section 2.
Special Meetings. The Chair of the Authority may, when
he or she deems it expedient, or shall, upon the written request of two members
of the Board of Directors of the Authority, call a special meeting of the
Authority for the purpose of transacting any business designated in the call.
The call for a special meeting shall be delivered to each member of the Board
of Directors of the Authority in writing by a recognizable form of immediate
delivery, such as facsimile, e-mail or hand delivery for each such member at
least two days prior to the date of such special meeting. At such special
meeting, no business shall be considered other than as designated in the call,
but if all of the members of the Board of Directors of the Authority are
present at a special meeting, any and all business may be transacted at such
special meeting.
Section 3.
Committees of the Board of Directors. The Chair is
authorized to form such committees of the Board of Directors and appoint
members to the Chairs of the committees, to serve for one year terms, from
February 15 to February 14 of the succeeding year, or such shorter period of
the term as may be appropriate. Committees of the Board of Directors shall have
such authority and responsibility as may be designated by rules and regulations
or by resolutions adopted from time to time by the Board of Directors. Meetings
of the committees may be held at such time and place as called by the chair of
the Committee. Notice of meetings of committees shall be delivered to each
member of the committee in writing by a recognizable form of immediate
delivery, such as facsimile, e-mail or hand delivery for each such member at
least two days prior to the date of such special meeting. Notice of any meeting
of a committee may be waived by unanimous consent of all sitting members of the
committee. Any authorized action to be taken by a committee may be taken by
written consent memorandum signed by all sitting members of the committee.
ARTICLE III
OFFICERS
Section 1.
Chair. The Chair shall preside at all meetings of the
Board of Directors, and appoint the committees of the Board of Directors. At
each meeting, the Chair may submit such recommendations and information as he
or she may consider proper concerning the business, affairs, and policies of
the Authority.
Section 2.
Vice Chair. The Vice-Chair, in the absence of the
Chair, shall act as Chair of the Authority, taking such actions and signing
such documents as may be required or appropriate from time to time.
Section 3.
Secretary. The President of the Authority shall be the
Secretary of the Authority, and as such, shall have general supervision over
the administration of its business and affairs,
subject to the direction of the Board of Directors.
The Secretary shall keep the records of the Authority, keep the minutes
of all meetings of the Board of Directors, keep a record of the proceedings of
the Authority in a journal, give notice of meetings of the Board of Directors,
and perform all duties incident to his or her office, or conferred upon him by
the Board of Directors. He or she shall have charge of the seal of the
Authority and shall have power to affix the seal attested by his or her
signature to all contracts and instruments as may require the same.
Section 4.
Election. The Chair and Vice-Chair shall be elected at
the first regular meeting of the Authority of each calendar year from among the
public members of the Board of Directors and shall hold office for one year, or
until their successors are elected.
Section
5.
Vacancies. Should the office of Chair
or Vice-Chair become vacant, the Board of
Directors shall elect a successor from their public members within
sixty days, and such election shall be for the unexpired term of said office.
When the office of Secretary becomes vacant, the Board of
Directors shall appoint a temporary successor from the Board of
Directors or the Authority staff until a new President of the Authority is
selected.
ARTICLE
IV
EMPLOYEES OF THE AUTHORITY
Section 1.
President. The chief executive officer of the
Authority shall be the President. The President of the Authority shall be
appointed by the Board of Directors and serves at the will of the Governor. The
President shall have the power to execute properly authorized bonds,
agreements, deeds, instruments, contracts, documents, certificates, and other
writings of the Authority, and may delegate such powers to other officers of
the Authority.
Section 2.
Additional Personnel. The President, with the approval
of the Board of Directors,
shall appoint and employ such additional officers and employees,
accountants, financial advisors or experts, and agents, as may be required, and
shall determine their qualifications, duties, and compensation.
ARTICLE V
MISCELLANEOUS
Section 1.
Fiscal Year. The fiscal year of the Authority shall
commence on the first day of July and shall end on the next thirtieth of
June.
Section 2.
Powers
of the President. The President shall have the power to delegate
duties to the Authority's vice presidents, consistent with the statutory powers
and authority of the Agency and consistent with policies and procedures that
may be established from time to time by the Board.
ARTICLE VI
AMENDMENTS
The Board of Directors shall have the power to make, alter, amend,
suspend, and repeal By-Laws of the Authority at any meeting of the Board of
Directors by the affirmative vote of a majority of present and voting
Directors. Pursuant to the Arkansas Code Annotated §§
25-15-201 etseq., a certified copy
of all by-law adoptions, amendments, or repeals by the Board of Directors shall
be filed with the Secretary of State of the State of Arkansas. The Secretary of
State shall keep a register of the rules open to public inspection, and it
shall be a permanent register.
Each by-law adopted by the Authority shall be effective twenty (20)
days after filing, unless a later date is specified by law or in the rule
itself; provided, however, that an emergency rule may become effective
immediately upon filing, or at a stated time less than twenty (20) days
thereafter, if the Authority finds that this effective date is necessary
because of imminent peril to the public health, safety or welfare. The
Authority' s finding and a brief statement of the reasons there for shall be
filed with the rule. The Authority shall take appropriate measures to make
emergency rules known to the persons who may be affected by them.
Adopted and approved by proper action of the Board of Directors of the
Authority on the 21st day of March, 2002.
Freddie Mobley, Chair
Mac Dodson, President and Secretary
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