Article 1. NAME. The name of this Association shall be the ARKANSAS WATER WELL CONTRACTORS ASSOCIATION.
Article 2. SEAL. This Association shall have a seal of such design as the Board of Directors may adopt.
Article 3. OBJECT. The object of this Association shall be: To put the profession of water well drilling in the State of Arkansas on a scientific and business-like basis; to maintain an organization to assist, promote, encourage and support the interest and welfare of the water well industry and those served by it within the State of Arkansas; to foster aid and promote scientific education standards, research and techniques in order to improve methods of drilling and practices in the business which are beneficial to the public health and general welfare and to sound practices and knowledge of water conservation; to promote and encourage harmony and cooperation between members of this profession and other agencies and the public; and generally, to advance mutual interests of those engaged in the water well industry and mechanical, agricultural and scientific knowledge and education as applied to the purposes of the industry.
Article 4. MEMBERSHIP. The membership of the Association shall consist of active, associate, affiliate and honorary members.
SECTION 1: Active members - The active members of the Association shall be divided into four divisions as follows:
Contractors Division. Any person, firm , or corporation engaged in the business of water well drilling and pump installation
Manufacturers Division. Any person, firm or corporation engaged in manufacturing equipment, materials, or supplies used in the water well industry.
Water Equipment Wholesalers & Suppliers Division. Any person, firm or corporation which does no contracting for the drilling of water wells and/or installation and servicing of water pumps and which
is an established wholesaler maintaining a warehouse and stock of pumps, pump parts and other water handling equipment which are sold regularly to dealers and/or contractors for resale: or
Is engaged in the business of supplying equipment rigs, or tools of rendering specialized services to the water well industry from an established place of business in its trading area.
SECTION 2: Affiliate members - Persons, corporations, partnerships, Associations not eligible for active membership in the Association but who have expressed an interest in the activities of the Association and who have applied for affiliate membership therein. Affiliate members are entitled to all the privileges of active members except voting and holding office. They may be appointed to and serve on committees.
SECTION 3: Honorary Members – Persons of acknowledged eminence in the water well drilling profession, government, college or university official, etc., or persons who have contributed some special service in the furtherance of science of well drilling or to this Association, may be elected to honorary membership upon recommendation of awards, by a vote of two-thirds of the active members present at any regular or special meeting. Honorary members selected from the active membership shall retain all the privileges except voting and holding office. All honorary members are exempt from the membership fees.
SECTION 4: Voting – Each individual and each member, firm or corporation shall be entitled to cast one vote in person or by proxy at all meetings while in good standing. Each firm or corporation, which is a member, is entitled to vote, shall appoint one member or officer thereof to act as its representative in the Association, who shall represent, vote and act for the member, firm or corporation in all affairs thereof, including the holding of office therein.
SECTION 5: Election of members - Any person, firm or corporation eligible to membership under these By-Laws, on making written application therefore, may be elected to membership. Such election to membership shall be subject to approval by the Board of Directors, or such committee as they may appoint. The incorporators of this Association shall be charter members.
SECTION 6: Duration of Membership - Membership in this Association shall terminate by death, voluntary withdrawal as herein provided, or otherwise in pursuance of the By-laws. The right of the member to vote and all other rights, privileges, and property shall cease on the termination of membership. Any member may be given 30 days’ written notice to the Secretary of such intention, withdraw from membership. Such notice shall be submitted to the Board of Directors at the next succeeding meeting thereof. A withdrawal shall be effective upon the 30 day notice and payment of all dues and obligations to the end of the fiscal year. Failure to pay dues for 60 days after due date will automatically terminate membership.
SECTION 7: Suspension and Expulsion – For a cause, any membership may be suspended or terminated. Sufficient cause for such suspension or termination of membership shall be violation of the By-Laws or any agreement, rule, or practice properly adopted by the Association, or any other conduct prejudicial to the interest of the Association. Such suspension or expulsion shall be two-thirds vote of the Board of Directors: Provided that a statement of the charges shall have been mailed by registered mail to the last known post office address of the member at least 15 days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors, at which the charges will be considered, and the member shall have the opportunity to appear in person or by his representative and present any defense to such charges before action is taken thereon.
SECTION 8: Division of Members - The members of the Association may be divided into several geographical, or operational divisions as may be designated by the Board of Directors. Each division may form such auxiliary organizations for the purpose of coordinating and aiding in the general objects of this Association as may be inconsistent with the By-Laws and Constitution or interfere in any way with the activities or affairs of the Association.
SECTION 9: Associate members - This includes Manufacturers, Suppliers, and other individuals or organizations interested in the development and betterment of the Water Well Industry in the State of Arkansas. These members are entitled to all the privileges of active members except voting and holding office. Any Associate member may be appointed to and serve on committees. Dues shall be the same as for active members.
Article 5. Elections
SECTION 1: Directors – The Directors of this Association, who shall serve until their successors are elected as hereinafter provided, shall consist of nine members. At the annual election, nine Directors, or such member as may be fixed by the membership at the said meeting, shall be elected. The membership may be majority vote of those present at such meeting provide for election of Directors from geographical divisions of the State, if such division shall be created, and for such terms as may therein be specified. Once such divisions are created, three Directors shall be elected for a term of one year, three for two years, and three for three years. At each annual meeting thereafter, a number of Directors equal to that of those whose terms have expired, or about to expire, shall be elected for a term of three years. In the event geographical divisions of the State shall be created, the new Directors shall be elected from the same division as the residence of those whose terms expire. Directors may be re-elected.
SECTION 2: Officers - The Board of Directors shall elect a President, A Vice President and a Secretary / Treasurer, who shall serve until the end of the next annual meeting after their election, or until such time as their successors are duly elected and take offices. The Board of Directors may, if they so choose, hire an Executive Secretary for such term and compensation, as they may deem desirable not to exceed one year, who shall fulfill all of the duties of the Secretary / Treasurer of this Association during the period of employment of the said Executive Secretary.
SECTION 3: Qualifications – No person shall be elected as Director of this Association whose firm, if he be a member of a firm or corporation, is not a member of this Association, or who, if he is an individual, is not himself a member of this Association.
SECTION 4: No person shall be elected President or Vice President who is not a member of the Association and a Director thereof. When any such officer ceases to be a Director or a member of the corporation, his office shall terminate.
Article 6. Board of Directors
SECTION 1: Government – The management of the affairs, business and concerns of this Association shall be vested in the Board of Directors, who shall immediately upon their election enter upon the performance of their duties and continue until their successors shall be elected and qualified.
SECTION 2: Duties – The Board of Directors shall control and manage the affairs of the Association, with authority to employ and discharge employees and agents of the Association, fix salaries, admit, suspend, or expel members as herein provided, create and appoint committees, and to do everything necessary and desirable in the conduct of the business of the Association, in accordance with these Bylaws. The Board of Directors shall serve without pay, except that the Association shall defray actual traveling expenses to attend director’s meetings, as the need shall require.
SECTION 3: Meetings - A regular meeting of the Board of Directors for the elections of officers shall be held immediately following the annual meeting. The President may, when he deems necessary, or the Secretary shall, at the request of three members of the Board issues a call for a special meeting of the Board, and only five (5) days’ notice shall be required for such special meetings.
SECTION 4: Quorum – The presence of a majority of the Board shall constitute a quorum for the election of the officers and transaction of any other business. In the absence of the President, the Vice-President shall preside. In the absence of the President and Vice President, the Directors present may choose a chairman of the meeting.
SECTION 5: Absence – Any member of the Board of Directors absent from any meeting of the Association shall send a communication to the President or Secretary stating the reason for his absence, and the membership of the Board in attendance shall decide in each instance whether or not such absence is excusable. In the event there are three consecutive unexcused absences on the part of any Director, his membership on the Board may be declared vacant by the remaining members or a majority thereof in any meeting.
SECTION 6: Vacancies – Any vacancies that may occur in the Board of Directors by reason of death, resignation or otherwise, may be filled by the remaining Directors until the next annual election, when the unexpired term shall be filled by election.
Article 7. Officers
SECTION 1: President – The president shall be the executive officer of the Association, and shall preside at the meetings of the Association and of the Board of Directors, and shall be a member ex-officio, with the right to vote, of all committees except the Nominating Committee, and he shall have all other such powers and duties as are necessary incident to the office of President or may be prescribed by the Board of Directors.
SECTION 2: Vice President – In case of death or absence of the President or of his inability from any cause to act, the Vice President shall perform for the time being the duties of the President’s office.
SECTION 3: Secretary Treasurer – The Secretary Treasurer shall keep an account of all moneys received and expended for the use of the Association. He shall deposit all sums received in a bank or banks approved by the Board of Directors and shall make a report at the annual meeting, or when called upon by the President. Funds may be drawn only on the signature of the Secretary-Treasurer, unless other signatures shall be designated by the Board of Directors. The funds, books, and vouchers in his hands shall be at all times subject to verification and inspected by the Board of Directors, or by any officer of the Association. At the expiration of his term of office, the Secretary-Treasurer shall deliver over to his successor all books, moneys and other property; or in the absence of a Secretary-Treasurer elect, to the President.
It shall be the duty of the Secretary-Treasurer to give notice of and attend all meetings of the Association and all committees and to keep a record of their proceedings; to conduct all correspondence and carry into execution all orders, votes and resolutions not otherwise committed; to keep a list of members of the Association, to collect and receipt for annual dues, assessments, subscriptions, and all other moneys payable to the Association, to keep records of the staff, employees, and agents of the Association, their salaries and terms of employment, and to take charge of and supervise the performance by them of their respective duties; to receive the custody and take charge of all the property of the Association; to keep an account of all receipts and disbursements and certify to the correctness of all obligations; to prepare an annual report of the transactions and condition of the Association; and to take charge and care for the general business affairs of the Association and generally devote his best efforts to forwarding the business and advancing the interests of the Association, subject to the direction and control of the Board of Directors.
SECTION 5: Resignation – The failure of a Director or officer to pay his membership dues or assessments within sixty (60) days after same become due shall constitute a resignation from office.
SECTION 6: Past President – The immediate past-president shall remain on the Board of Directors for a period of one year.
Article 8. Amendments. This constitution and By-laws may be amended, altered or repealed in whole or in part by a two-third vote of the members present and voting at any regular or special meeting after the proposed change shall have been mailed to the membership at least ten (10) days preceding the meeting.
Article 9. Meetings
SECTION 1. Annual - There shall be an annual meeting of the members of the Association each calendar year. The date of the annual meeting shall be fixed by the Board of Directors, and each annual meeting thereafter shall be held as nearly as possible on the same date subject to change by a vote of the Board of Directors or the members at any annual meeting. Written notice of the time, place and purpose of the annual meeting shall be given by the Secretary or other officer designated by the Board of Directors to all members qualified to vote at such meeting, at least ten (10) days prior to the date named for the meeting, by mailing to the last known post office address of the said member.
SECTION 2: Special - Special meetings of the Association may be called by the Board of Directors or by the Secretary at the request of the President or in his absence by the Vice President. Upon the written request of three members directed to the President by registered mail stating the object of such meeting, the President, or in the vent of his failure to do so, the Secretary is directed to call a special meeting within fifteen (15) days of the date of such notice. Written notice of time, place and purpose of such special meeting shall be given in the same manner as provided above for annual meetings.
SECTION 3: Quorum – A majority of active members of the Association present shall constitute a quorum for the transaction of business. Attendance may be in person or proxy. The presiding officer may adjourn meeting from time to time until a quorum is present.
Article 10. Order of Business The order of business for annual or special meetings shall be determined by rules prepared by the board of Directors. Unless varied by rules so adopted or by vote of the members present, the order of business at each meeting shall be as follows:
1. Call to order
2. Reading and approval or correction of minutes
4. Election of officers and new members
5. Reports of officers
6. Reports of committees
7. Unfinished business
8. New business
Article 11. Committees The Board of Directors may provide for an Executive Committee consisting of not more than five (5) members, including the President and Secretary Treasurer, to constitute an Executive Committee, who shall transact all functions of the Board of Directors when the Board of Directors is not in session, reporting to the succeeding meeting of the said Board. The Board of Directors may appoint a nominating committee of three (3) members to nominate Directors before the annual meeting of the Association and may appoint such other committees as may from time to time be deemed necessary and proper, or in the absence of action by the Board of Directors, the President may appoint committees.
Article 12. Dues The annual dues of individual members of this Association shall be determined by the Board of Directors, and unless otherwise provided by said Board, shall be eighty- five dollars ($85) per year payable as may be specified by the Board of Directors. The annual dues of corporate members, including firms, partnership and corporations, shall be eighty-five dollars ($85) per year unless otherwise provided by said board.
SECTION 2. The annual membership fee for Associate members shall be eighty-five dollars ($85) per year.