Bylaws

ARTICLE I - Name

The corporate name of this Public Charity shall be the Northeast Arkansas Paranormal Society. It shall also be referred to informally by its acronym, NEARPS.

ARTICLE II - Objectives

To aid and assist those who are experiencing paranormal phenomenon by looking for authentic evidence of the paranormal and offering assistance in cases where paranormal activity is confirmed.
To aid and assist the general public, traveling throughout the Mid-South. To establish and require of all members such professional standards of integrity, ability and conduct as will command for it the confidence of the public by admitting to this membership only those persons who have established character and recognized ability.
To preserve the good name and integrity of the profession by requiring from its membership at all times full observance of the highest standards of professional conduct.
To promote professional and social interaction among its members.
To encourage the proper training of persons who desire to become Paranormal Investigators,
To secure the proper recognition of the practice of paranormal investigation.
To endorse and support continuing professional education.
To protect the interest of its members and to promote their welfare.
To conduct paranormal investigations at locations visited frequently by the public, where paranormal activity is reported to have occurred, to seek evidence to support or refute these claims
To seek, using scientific methods and equipment, undisputable proof that paranormal activity as it relates to ghosts and hauntings, does indeed exist.
To make distributions of funds, when available, to other organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE III - Board of Directors

Initial Directors. The initial board of directors shall consist of three (3) persons. The initial directors shall serve until he or she either voluntarily resigns or is removed from office
Number, Election and Term. The number of directors to serve on the board of directors may be amended by a duly adopted resolution of the board of directors, however, this number shall not be less than the minimum number required by Arkansas law. All directors shall serve life terms. New directors shall be nominated by a majority vote of the members but must be approved by affirmative votes of 100% of the remaining directors.
Powers. The activities and assets of the corporation shall be managed and controlled by the board of directors which shall exercise all the powers of the corporation and do all acts and things as are not, by law, the Articles of Incorporation or these Bylaws, directed or required to be done or exercised by the members.
Meetings; Quorum. Regular meetings of the board of directors shall be held at such places, within or without the State of Arkansas, and on such days and at such times as shall be fixed from time to time by the board of directors. Rules of procedure for the conduct of such meetings shall be adopted by resolution of the board of directors. Notice of such regular meetings need not be given. A majority of members of the board shall constitute a quorum for the transaction of business, but a lesser number may adjourn to another day if a quorum is not present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the Articles of Incorporation or these Bylaws. Special meetings of the board may be held at any time and place, within or without the State of Arkansas, upon the call of the chairman of the board, the president or secretary of the corporation by written notice delivered to each director not less than three (3) days before such meeting; provided, however, that any director may, at any time, in writing, waive notice of any meeting. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. For purposed of this section, "delivery" of notice of a board of director's meeting may be accomplished either by hand−delivery, through the U.S. Postal Service, through a private parcel carrier service, or electronically by electronic mail transmission. "Delivery" is completed upon receipt by the director through any of the aforementioned means except when delivery of notice is by U.S. Postal Service or private parcel carrier service, in which case, delivery shall be completed upon delivery of the notice to the director's last known home address.
Director meeting via telephone conference. Directors may appear at a meeting of the board by means of telephone conference or similar communication system whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Furthermore, a director appearing at board meeting via telephone conference shall also be allowed to vote by this medium. Furthermore, it is permissible for all directors to appear at a meeting of the board of directors via telephone conference or similar communication system.
Action by Consent. Any action which is required to be or may be taken at a meeting of the directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the directors. The written consent may be executed in several identical counterparts by the directors with the effect as if the directors had executed a single document.
Resignation and Filling of Vacancies of Directors. Any director of the corporation may resign at any time by giving written notice of such resignation to the board of directors, the chairman of the board, or the corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the board of directors or one of the above named officers. Vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a duly approved resolution of a majority of the directors then in office. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. Any director elected to fill a vacancy or a newly created directorship shall serve until he or she voluntarily resigns or is removed from office. The death of any director shall be treated as a voluntary resignation by the corporation.
Compensation of Directors. Directors, as such, may receive such compensation and be reimbursed for expenses of attendance at any meeting of the board as shall be determined by resolution of the board of directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Committees. The board of directors, by resolution adopted by a majority of the whole board, may designate two or more members to constitute a committee. Each such committee, to the extent provided in such resolution, shall have and may exercise the authority of the board of directors, as so delegated in the resolution, in the management of the corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or such member by law.
Power and duties of the board of directors. The property and business of the corporation shall be controlled and managed by the board of directors; however, the board may delegate duties to the officers of the corporation to the full extent allowed by law.
Removal of directors. The board of directors may, by resolution adopted by the unanimous vote of the remaining two (2) directors, remove a fellow board member.
Director Titles. The titles of the members of the Board of Directors shall be as follows: Director of Investigations -- The Chairman of the board

Director of Information -- Shall preside in the absence of the Director of Investigations.

Assistant Director of Investigations -- Shall fill in for either of the remaining two directors in the event of his or her absence.

ARTICLE IV - Termination and Resignation of Membership

The Directors, at its discretion, shall have the right to terminate without a hearing the membership of a member:
1. who fails to pay any dues, assessments or other indebtedness to the Team within two (2) months of being given written demand for payment to the member;
2. who fails to abide by the objects of this, the Team’s Bylaws; or
3. who is convicted of any felony or misdemeanor.
4. who fails to comply with the attendance policy set forth in the member guidelines.
.
The Directors, at their discretion, shall have the right to accept the resignation of a member regardless of the basis for the resignation.
Any former member who shall request reinstatement of membership shall complete the application procedure set forth in Article III. In the event the applicant for reinstatement is one who was terminated pursuant to preceding Section 1(a) of this Article IV, then all arrearages in dues, assessments or other indebtedness to the Team and any dues or assessments that would have been payable between the date of termination of membership and the date of reinstatement had membership not been terminated must be paid in full; provided, however, the Directors shall have the right to waive all or a portion of the afore stated reinstatement amount.

ARTICLE V - Meetings, Investigations, and Attendance Policies

The fiscal year of the Team will begin July 1 in each year and the annual meeting of the Directors shall be held each year.
Special meetings may be called at any time by a majority of the Directors. At such a special meeting no business shall be transacted except such as shall be specified in the call thereof.
Notice of all meetings shall be sent via email to each member prior to the date of the meeting. In case of a special meeting the notice shall state the purpose of the meeting. g.
The order of business at any regular meeting shall include, but not be limited to, call to order, roll call, reports team leaders, committee reports, and old and new business.
The Director of Investigations or any two (2) Directors may call a meeting of the Directors at any time. It shall be the duty of the Director of Information to notify the Directors before the proposed meeting.
The Directors shall hold meetings as often as necessary to enable it to govern the Team, but in no case shall the Directors meet less than one (1) time during any fiscal year.
Members will be notified of upcoming meetings, investigations, public appearances, etc. via the Paranormal Talk message forum and/or via email. It is the members’ responsibility to check the message board and make sure email addresses are kept updated so to insure the notifications will be received. The Directors will make phone calls occasionally, if requested, but the methods above will be the primary methods of notification.
Any combination of six (6) unexcused absences, whether meeting or investigation, within a twelve month time period MAY result in immediate dismissal.
Members' meetings will be held monthly and will usually be held on the first Friday of the month.
Any member who does not attend the monthly meeting will not be allowed to participate in any activity scheduled for the group for that month. Exceptions to this may only occur when approved by the Board of Directors, and for good cause.
Members must keep dues payments up to date to attend any group activity. Any member who is ten (10) days overdue or more is considered suspended until payment is made in full. Exceptions to this may only occur when approved by the Board of Directors, and for good cause.
Every attempt will be made to hold at least one investigation or one training exercise per month and will usually be held on Friday evenings.

ARTICLE VI - Team

The governing body of the Team shall be the Directors, each of whom shall be a member of the Team in good standing. The Director of Investigations of the Team shall be the Chairman of the Directors and he or she shall preside at all Director’s meetings. In addition to the powers conferred upon the Directors herein, it shall have such other powers as are ordinarily given such boards by custom or law.
The Directors shall be composed of no less than (3) members, including the Director of Investigations, the Director of Information, and the Assistant Director of Investigations. Two (2) members of the Directors named above shall constitute a quorum. The Team shall all be nonvoting ex officio members of the Directors.
In case of resignation, disqualification or death of any team leader or director, the Directors shall have the power to elect a member to serve out the unexpired term of such team leader or director.
A majority vote of the Directors present at any meeting of the Directors attended by a quorum shall be necessary on any question brought before it unless otherwise provided in these bylaws.
The Director of Investigations or any two (2) Directors may call a meeting of the Directors at any time. It shall be the duty of the Director of Information to notify the Directors before the proposed meeting.
The Directors shall hold meetings as often as necessary to enable it to govern the Team, but in no case shall the Directors meet less than one (1) time during any fiscal year.

ARTICLE VII – Team Leaders

The Team Leaders of this Team shall be appointed as necessary by the Director of Investigations.
Any Team Leader may be removed without notice by the Director of Investigations.
The Director of Investigations shall preside at meetings of the Team's membership and Directors. In the absence of the Director of Investigations, the presiding officer shall be the Director of Information if present or if not, the Assistant Director of Investigations.
The duties of the Director of Investigations shall notify persons elected to membership of their election; shall conduct correspondence relating to the Team; shall keep a register of the names and addresses of the members of the Team; shall receive all money payable to the Team; shall have charge of all the funds and securities of the Team; shall keep regular accounts thereof as instructed by the Directors; shall pay only such funds as are authorized by the Directors; and shall deposit all funds as instructed by the Directors. The Director of Investigations may delegate such responsibilities as deemed advisable to one of the remaining Directors.
The duties of the Director of Information shall be to preside at investigations, general membership and Director’s meetings when the Director of Investigations is unable to attend; to give notice of meetings of the Team and of the Directors and keep a record of all matters of which a record shall be ordered by the Team.
The duties of Assistant Director of Investigations shall be to preside at investigations, general membership and Director’s meetings when the Director of Investigations and Director of Information are unable to attend.
The Director of Investigations shall appoint such committees, committee members and committee chairs as the Directors deem necessary.

ARTICLE VIII - Voting

Every member shall be entitled to vote at meetings of the Team. Members unable to attend meetings may vote by proxy. Proxies must be signed by the members so voting and must be in the hands of the Director of Investigations prior to the opening of any meeting at which the voting takes place. The authenticity of each proxy shall be determined by a committee of three (3) appointed by the president.
No member shall be entitled to vote in person or by proxy unless all dues, assessments or other indebtedness to the Team are current on the date of the meeting.

ARTICLE IX - Funds

The amount of annual dues of the Team shall be set by the Directors and shall be payable on the first day of every month. Dues may also be paid on a yearly basis for those members who wish to do so.
In meritorious cases the Directors may grant an extension of time for payment or may cancel any dues, assessments or other indebtedness of any member and may order the exemption of any member from any dues, assessments or indebtedness, which may become due in the future.
Month dues payments are due on the 1st day of every month and are considered late after the 7th.
Yearly dues payments are due on July 1st of each year and are considered late after the 15th.
Any member with late dues may not participate in any activities until payment is made in full. (Refer to Article V above)
Donations will be accepted and any funds acquired will be used as needed to further any of the objectives set forth in Article II, and to the organization in carrying out its daily business. This includes, but not limited to, purchases of: equipment, recording media, batteries, fuel, lodging, meals, etc. needed to conduct paranormal investigations. Funds will also be used for: fees incurred for the purpose of maintaining the organization's website, www.nearps.com, and may include hardware and / or software needed to maintain our server as well as domain registration.

ARTICLE X - Amendments

Amendments to the constitution and bylaws of the Team, which must have been previously considered by the Directors and given either a do pass or do not pass recommendation, may be approved at an annual or special meeting of the Team by a three-fourths (¾ ) majority of the members voting in person or by proxy.
A copy of every proposal to amend the constitution and bylaws shall be set out in the call for the meeting at which the proposed amendment will be voted upon and shall be sent to each member before the date set for the meeting.

ARTICLE XI - Complaints Against Members

Any complaint referred against a member of the organization should be submitted to the Board of Directors, provided it is made in writing and signed by the person or persons presenting the complaint, and the complaint, which shall be examined promptly, shall be kept confidential by the Directors. The Directors shall determine whether to dismiss the complaint or sanction the offending member.
Notice of termination or suspension from membership as a result of a disciplinary action taken in every matter pursued under this Article XI shall be published in a membership publication of the Team in a form approved by the Director of Information. In every case the notice shall disclose the name of the member involved if the Directors so decide by a majority.

ARTICLE XII - Professional Conduct

The rules of professional conduct of the Team shall consist of the Code of Conduct and Membership Guidelines as now constituted and as may be hereafter amended.