BY-LAWS OF CONSERVATIVE ARKANSAS, PAC

As amended this _27th___ day of June, 2013

ARTICLE I

NAME, PURPOSE

Section 1: The name of the organization shall be Conservative Arkansas.

Section 2: Conservative Arkansas is organized to promote conservative government.

ARTICLE II

MEMBERSHIP

Section 1: Membership shall consist of individuals who have been approved for membership by the Board of Directors by means established by the Board. Membership requirements, including payment of dues, shall be established by the Board.

Section 2: Board membership shall be proposed by the Board of Directors and approved by a majority vote of the membership.

Section 3: The Membership shall consist of Regular Members and Sustaining Members.

3.1:Regular Members: All those who have been approved for membership and paid the annual dues, as set by the Board of Directors. Membership shall run annually from January to December. All Regular Members shall renew their membership in January of each successive year. If the first Regular Membership term is for less than one year, the amount may be pro-rated, as determined by the Board of Directors and the Membership Committee.

3.2:Sustaining Members: All members who have contributed financially above the annual membership dues. They shall be regularly recognized at the Annual Meeting and all other fundraising events of Conservative Arkansas.

ARTICLE III

ANNUAL MEETING

Section 1: Annual Meeting: The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2: Other Meetings: Other meetings may be called by the Executive Director or by a majority vote of the Board of Directors.

Section 3: Notice: Notice of each meeting shall be given to each full member by mail or by electronic means, to include posting on the organization web site, not less than ten days before the meeting.

ARTICLE IV

BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation: The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the Executive Director and directors and committees. The Board shall have up to twelve and not fewer than four members. The board receives no compensation.

Section 2: Board members as Committee Chairmen: Board members will usually, at the discretion of the Board, serve also as Chairmen of one or more committees. Committee Chairmen shall propose to the Board for approval by majority vote the name of a committee member whom they propose to serve as Committee Vice Chairmen. Committee Vice Chairmen shall act in the absence of the Board Members both in matters before the Board and in chairing their respective committees. Committee Vice Chairmen are not members of the Board and may not vote in matters before the Board when the corresponding Board members/Committee Chairmen are present.

Section 3: Meetings: The Board shall meet at least quarterly at an agreed upon time and place.

Section 4: Board Elections: Election of new directors or election of current directors to a subsequent term will occur as the first item of business at the annual meeting of the organization. After recommendation pursuant to Article II, Section 2, Directors and Board officers will be elected at the annual meeting called for the purpose of Board Elections by a majority of the members present and voting and who have been members in good standing, as determined by the Board, for at least nine (9) months.

Section 5: Terms: All Board members serve 6 year terms and are eligible for re-election, and approximately one third of the Board shall be elected each two years.

Section 6: Quorum: A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed.

Section 7: Officers and Duties: There shall be four officers of the Board consisting of the Executive Director, a Vice Executive Director, an Administrator, and a Treasurer. Their duties shall be as follows:

7.1: The Executive Director shall convene regularly scheduled Board meetings and shall preside at those meetings.

7.2: The Vice Executive Director will convene and preside over Board meetings and act in all matters in the absence of the Executive Director.

7.3: The Administrator shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that records are maintained.

7.4: The Treasurer shall be responsible for compliance with statutory and regulatory recording and reporting requirements and shall make a report at each Board meeting. The Treasurer shall assist in the preparation of the budget and make financial information available to Board members and the general membership.

Section 8: Vacancies:When a vacancy on the Board exists, other than the Executive Director, the Board of Directors shall meet and propose nominations to fill the vacancy. Said nominations shall be presented at a scheduled membership meeting to the regular membership for approval after the floor is opened up for nominations and the floor is closed. Approval shall be by a majority of members present and in good standing for the last nine (9) months as determined by the Board. Should the vacancy be that of the Executive Director the following Rules of Succession shall apply:

8.1: Upon vacancy of the position of Executive Director, the Vice Executive Director shall immediately fill the vacancy as Interim Executive Director. Should the Vice Executive Director choose not to agree to fill the vacancy, the Administrator shall immediately fill the vacancy as the Interim Executive Director. Should the Administrator choose not to agree to fill the vacancy, the Board shall immediately convene a meeting to appoint and Interim Executive Director. The Interim Executive Director shall serve at the will of the Board of Directors until the next scheduled meeting at which the Board of Directors pursuant to Article IV – Section 4, shall propose nominations above.

Section 9: Resignation, Termination and Absences: Resignation from the Board must be in writing and received by the Administrator. If the Administrator should resign, it must be in writing and received by the Executive Director. A Board member may be removed for cause by a three-fourths vote of the remaining directors.

ARTICLE V

COMMITTEES

Section 1: The Board of Directors may create committees as needed. The Executive Director shall nominate to chair all committees.

ARTICLE VI

AMENDMENTS

Section 1: A two-thirds majority of the Board of Directors and a two-thirds majority of the general membership may amend These By-Laws when necessary. Proposed amendments shall be presented to the attending membership at the next regular membership meeting.