Articles 3 and 4



Section 1: Number of Directors

The board of directors shall consist of 5 members until the number of directors is changed by amendment of these by-laws.

Section 2: Quorum

At least one half of the board of directors shall constitute a quorum for the transaction of business.

Section 3: Powers of Directors

Subject to the limitations of the articles of incorporation, other sections of the by-laws, the Headwaters Rules of Operations, and of Arkansas law, all corporate powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporations shall be controlled by, the board of directors. Without limiting the general powers, the board of directors shall have the following powers:

(i) To select and remove all the other officers, agents, and employees of the corporation, and prescribe such powers and duties for them as is consistent with the law, the articles of incorporation, the by-laws, and the Headwaters Rules of Operations. To fix their compensation and require from them security for faithful service.

(ii) To conduct, manage and control the affairs and business of the corporation, and to make rules and regulations not inconsistent with the law, and the articles of incorporation, the by-laws, or the Headwaters Rules of Operations.

(iii) To borrow money and incur indebtedness for the purposes of the corporation and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidence of debt and securities.

Section 4: Election and Terms of Office

Except as provided below for the initial terms of the first directors, the term of office of each director of this corporation shall be two years, or until a successor is elected. Successors for directors whose terms of office are expiring shall be elected at the annual meeting.

Individuals who have been voting members for at least 2 years and attended at least 75% of the school meetings for the 2 year period are eligible for election to the board of directors. Directorships will be staggered so that at each annual meeting either 1 or 2 directors will have expiring terms of office. Terms of office for elected officials shall begin immediately following the annual meeting.

Section 5: Vacancies

Vacancies in the board of directors shall be filled by a majority vote of the voting members. Any successor director must satisfy the terms and conditions for an elected officer. A successor director so elected shall serve for the unexpired term of his/her predecessor.

Section 6: Organization Meeting

Immediately following each annual meeting of members, the board of directors shall hold a regular meeting open to all members, for the purposes of organization, election of officers, and the transaction of other business.

Section 7: Removal

A director may be removed from office, for cause, by the vote of a majority of the voting members.

Section 8: Compensation

The directors shall receive no compensation for their services as directors.

Section 9: Initial Directors

The initial board of directors of this corporation shall be Perry Hayes, Kate Kuff, Margaret White, and Gary White, the present directors of Headwater School. Following the adoption of these bylaws one other qualified voting member will be elected as a 5th director. The terms of office for one of these initial directors shall expire at the annual meeting following the adoption of these bylaws. The terms of office of two other of the directors shall expire at the second annual meeting following this incorporation. The terms of office for Perry Hayes and Kate Kuff shall expire at the third annual meeting following this incorporation.



Section 1: Officers

The officers of this corporation shall be a president, vice president, secretary, and treasurer, and such officers as the board of directors may appoint. One person, other than the president may hold more than one of these offices. Officers, other than the president need not be members of the board of directors.

Section 2: Election

The board of directors shall elect all officers of the corporation for terms of two years, or until their successors are elected and qualified.

Section 3: Vacancies

A vacancy in any office because of death, resignation, removal, or disqualification shall be filled by the board of directors.



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