ARTICLE 3
BOARD OF DIRECTORS
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.
