ARTICLE V

Powers. Subject to any limitations of the Articles of Incorporation, the bylaws, or law, and subject to the duties of directors as prescribed by the bylaws, all powers of the association shall be exercised by or under the authority of, and the business and affairs of the association shall be controlled by the board of directors.

Without limitation of the general powers of the Board, the board of directors shall have the following powers:

(a)	To recommend to the members amendments of the bylaws of the foundation.
(b)	To select and remove officers, agents, and employees of the association, prescribe their powers and duties, not inconsistent with law, the articles of incorporation or the bylaws, fix their compensation and require security for faithful service.
(c)	To change the principal office of the association for the transaction of business from one location to another; and to establish the date, time, and place of holding meetings of members and board of directors.
(d)	To elect an executive committee and to appoint other committees and to delegate to them any of the powers and authority of the board in the management of the business and affairs of the corporation, except as limited by law. Any such committee shall include one or more directors.

Number and Qualification of Directors. The board of directors shall consist of not fewer than fifteen (15) nor not more than thirty (30) members. All Directors shall be members in good standing of this Association. The Board of Directors shall be comprised of individuals with a brain injury, family members, medical or professional persons who work with the brain injured and/or other parties who are interested in serving the brain injured persons of Arkansas. No members of the same household or family may serve on this Board of Directors simultaneously. The Board of Directors shall include the President, ex-officio (member by virtue of office held) immediate Past President, Vice President, Secretary and Treasurer. Every person who wishes to serve on this Board of Directors shall submit a statement of interest and a resume, if feasible, to the Nominations Committee of this Association not later than thirty (30) days before that person may be considered for election to the Board of Directors. Paid employees, either part time or full time, shall not serve as a member of this Board of Directors during the time they are employed by the Brain Injury Association of Arkansas.

Amended December 7, 1996

Election and Term of Office. Directors shall be elected at each annual meeting of members, or if such annual meeting is not held or directors are not there elected, then directors may be elected at a special meeting of members held for that purpose as soon thereafter as may be convenient. Each director shall hold office for a term of three years, until their resignation, removal from office, or death or until their successor be duly elected or qualified.

An elected director shall serve no more than two consecutive three year terms on the board. However, if an eligible director was voted in to fill the remaining years of a position vacated before the term was completed, the director would complete the vacated position and be eligible to be elected for two consecutive three year terms.

Removal. A director may be removed from office with good cause by the board of directors and a majority vote of the board members. The director to be removed will be given the opportunity for a hearing before a vote is taken by the board. If the director to be removed has sufficient member support that might be shown by a cumulative vote of the general membership they would otherwise be able to maintain their position, the board of directors may call for a majority vote of the general membership in good standing. Each director shall automatically be subject to a vote of removal from the board of directors by failure to attend three (3) consecutive unexcused meetings.

Good Cause for Board Removal
1.	Inactivity of member (ie. not serving on committees, not volunteering at BIA-AR resource booth activities and other sponsored activities, and/or not attending the annual conference.)
2.	Violation of the BIA-AR bylaws or Articles of Incorporation.
3.	Non Support of the BIA-AR mission statements
4.	Misrepresentation of BIA-AR to the media, corporations, or general public which possibly cause harm to the association or the members.
5.	Using BIA-AR to benefit yourself. This is a board of directors decision.
6.	Conflict or potential conflict of interest in the activities of a board member and the activities of the association.
7.	Other reasons decided by a majority vote of the board of directors.

Good Cause for an Excused Absence
1.	Illness or hospitalization of self or immediate family.
2.	Death of a family member.
3.	Employment related; If a continuous excuse, the board of directors may request the director consider whether they can serve the association at this time.
4.	Other causes considered by a majority vote of the board of directors.
5.	Pre-planned vacation to be considered once yearly.

Staggered Elections/Terms. No more than one-third (1/3) of the elected directors shall complete a term of office within the same year.

Vacancy or Vacancies. A vacancy or vacancies on the board of directors shall be deemed to exist in case(s) of death, resignation or removal of any director, or if the authorized number of directors be increased, or if the members fail at any annual or special meeting to vote on the vacant directors position or if the director elected refuses to serve. Any vacancy may be filled by two-thirds (2/3 rd's) majority vote at the next board of directors scheduled meeting or if the next meeting is an annual meeting the membership will vote, subject to a Quorum. If the board of directors accepts the resignation of a director tendered to take effect at a future time, the board of the members shall have the power to elect a successor to take office the date the resignation is to become effective. The potential successor must submit a letter of intent and a resume (if available) to the board of directors in advance of the meeting.

Place of Meeting. Regular and special meeting of the board of directors shall be held at the principal office of the association or at any place designated from time to time by the board of directors. All meeting places must be accessible to individuals with disabilities.

Annual Meeting. The annual meeting of the membership shall be held in December of each year at the date, place and hour fixed by the directors and stated in the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Incorporation or the bylaws, may be specified by the board of directors. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting. General membership is to be notified of the special meeting and it shall be open to the general membership.

Regular Meetings. Regular meeting of the directors may be held at such time and place as shall from time to time be fixed by the board of directors, provided that notice of any such regular meeting shall be given as provided in the bylaws. The board of directors shall meet no less than six (6) times per year, which includes the annual general membership meeting.

Guests are welcome to attend any Board meeting. If a guest wishes to address the Board, the guest must contact the Executive Committee prior to the meeting to see if there is time on the agenda. The guest must state the reason or nature of the request and get Executive Committee approval in order to be on the agenda. All guests' are expected to conduct themselves in an orderly manner.

10.

Special Meetings. Special meetings of the directors may be called by the president or vice president, and notice shall be given by the secretary, or in case of the death, absence, incapacity or refusal of the secretary, by any other officer, or upon written application of three (3) or more directors submitted to the president, as provided in the bylaws.

11.

Conduct of Meetings. The president shall preside at all the meetings of the board of directors, or if the president is absent, by the vice president, or if the vice president is absent, or by the secretary or a designee by the president to preside at such meeting.

12.

Notices. Notice of all meetings of directors shall be in writing or accessible format, stating the place, day and hour of the meeting, by the secretary or other designee, mailed to each director at the address appearing upon the books of the association, postage prepaid, or by other means of communication, at least fourteen (14) days prior to the meeting. Notices may, but need not, state the purpose for which the meeting is called, unless otherwise expressly required by law, the Articles of Incorporation or these bylaws.

13.

Quorum. A majority of the number (two-thirds) of directors present shall be necessary to constitute a quorum for the transaction of business at any regular meeting. Every act or decision done or made by a two-thirds majority of the directors present at a meeting duly held shall be regarded as the act of the board of directors, unless a greater number is required by these bylaws or the Articles of Incorporation. The directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A quorum for a meeting of the membership at large is a two-thirds majority of the membership in good standing, as certified by the Secretary on the 45th day prior to the date of such meeting.

14.

Adjourned Meetings. A majority of the directors present at a-meeting, whether or not a quorum, may adjourn any directors meeting to meet again at a stated day and hour or until the time fixed for the next regular meeting of the board of directors. Notice of the time and place of the next meeting should be given to absent directors if the time and place is fixed at the meeting adjourned.

15.

Voting by Proxy, Mail, Telephone or Computer Mail. Any action requiring a vote by the Board of Directors or the general membership may be taken by the mode of communication mentioned in this heading. Information on the vote shall be sent to members by mail, telephone or other means of communications, as needed within a period of time set by the president. The failure to submit a vote within ten (10) working days shall be considered an abstention. A vote by proxy or mail shall obtain a signature from the member for validation. In instances where a timely decision is required, the President will appoint a designated officer to contact all necessary voting members for a poll and a quorum, as defined herein, will be the decision maker.

16.

Action at Meeting. At any meeting of the directors, the action of the directors on any matter brought before the meeting shall be decided by the vote of a two-third's majority of those present and voting, unless a different vote is required by the law, the Articles of Incorporation or these bylaws. Each director shall have one vote. All votes may be by voice or show of hands, unless written ballots or other means of communication is requested.

17.

Action Without a Meeting. Any action required or permitted to be taken by the board of directors or any committee thereof may be taken without a meeting if authorized by a document, as referenced in paragraph 15 above and signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed or directed to the attention of the secretary of the association.

18.

Conference Call Meetings. Any one or more board of directors, or any committee thereof, may participate in any meeting by telephone, computer network, or other means of communication which permits all persons participating in the meeting to hear or read statements of others participating at the same time. Participation by such method of communication shall constitute presence in person at a meeting.

19.

Committees. The board of directors may elect from their number or authorize the president to appoint the chairman of a committee. Each committee shall have at least one or more directors as a member. The board of directors may delegate to such committee some or all of their powers, except those which by law, the Articles of Incorporation or these bylaws they are prohibited from delegating. Except as the board of directors may otherwise determine, a committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these bylaws for the directors, including recording of minutes, copies to be provided to the executive committee within thirty (30) days of the meeting.

20.

Agents. To the extent permitted by law and not inconsistent with these bylaws, the board of directors may appoint such agents or representatives of the association, with such powers and duties on behalf of the association as the board of directors may delegate or assign.

21.

Fees and Compensation. Directors shall not receive any compensation for their service to the association, but by resolution of the board, the board of directors may vote to pay the expenses of one or more directors to a Regional or Annual National Association Conference, if within the financial budget of the association.

22.

Inspection of Books and Records. Any director shall have the right to examine at any reasonable time during regular business hours, at the principal office of the association, a list of members entitled to vote, other books and records of the association. When there is doubt concerning a directors inspection rights, the parties may petition the board of directors for jurisdiction and if there is still doubt, the parties may petition a court of competent jurisdiction which may, in its discretion, determine whether an inspection may be made and whether any limitation or conditions should be imposed upon the same.