In accordance with United States Department of Health and Human Services, Administration for Children and Families, Office of Community Services Information Memorandum 82, the eligible entities’ bylaws must address at least the following:

1. (1)

   1. (A) Composition of the board.

   2. (B) The bylaws shall set the number of seats on the board and the allotment of seats to:

      1. (i) Public officials;
      2. (ii) Representatives of the low income; and
      3. (iii) Representatives of the private sector;

2. (2)

   1. (A) Selection process.
   2. (B) The bylaws shall include processes for selecting all sectors of the board;

3. (3)

   1. (A) Public officials.
   2. (B) The bylaws of the board may authorize each public official serving on such board to appoint a representative who will then serve as the board member.
   3. (C) These representatives need not be public officials themselves, but they shall have full authority to act on behalf of the public officials whom they represent at meetings of the board regarding the business of the board;

4. (4)

   1. (A) Low income.
   2. (B) Representatives of the low-income population shall be selected/elected in accordance with a democratic selection process adequate to ensure representation of low-income persons residing in the area served.
   3. (C) Representatives of the low-income population may be democratically selected either to represent a specific area or community served by the agency, or at large to represent the entire area served by the agency.

   4. (D) The following democratic selection process may be used, either separately or in combination:

      1. (i) Nominations and elections, either within the community, specific areas, or the entire area served by the agency;
      2. (ii) Election at a meeting or conference of low-income persons where date, time, and place have been adequately publicized;
      3. (iii) Selection or election of representatives of a community-wide board by members of a neighborhood organization who are themselves selected by a low-income neighborhood of area residents; and

      4. (iv)

         1. (a) (a) Democratic selection of representatives by existing organizations designated by the board whose membership is predominantly composed of low-income persons or their representatives.
         2. (b) (b) This is not meant to limit the variety of selection processes which may be used.
      5. (c) (c) Any democratic selection process which ensures adequate representation of the low income where date, time, and place have been adequately publicized in advance of the selection, is acceptable.
   5. (E) The entity will have these processes documented in its bylaws or in a separate board-approved document that must accompany the bylaws.
   6. (F) The defined boundaries for the democratic selection of representatives of the low-income population will be maintained in documented form in the entity’s files for review by the state lead agency.

   7. (G)

      1. (i) Low-income representatives must be truly representative of current residents of the geographic area to be served, including racial and ethnic composition, as determined by periodic selection or reselection by the community.
      2. (ii) Being current should be based on the recent or annual demographics changes as documented in the community assessment.
      3. (iii) This does not preclude extended service of low-income community representatives on boards but does suggest that continued board participation of longer-term members be revalidated from and kept current through some form of democratic process and the assessment of community changes.
   8. (H) Eligible entities must maintain documentation of the selection and election process;

5. (5)

   1. (A) Private sector.
   2. (B) Private sector members shall be selected in such a manner as to ensure that the board will benefit from broad community involvement.
   3. (C) Such representation shall come from members of business, social service agencies, industry, labor, religious, and educational institutions, or other major groups or constituencies of the low-income population concerned with specific problems of the community.
   4. (D) Once an organization is selected, it shall nominate its own representative on the board in accordance with the bylaws.
   5. (E) Each representative shall be empowered to speak and act on behalf of the organization which they represent regarding the business of the board;

6. (6)

   1. (A) Petition by other groups for adequate representation on the board.
   2. (B) The community action agencies shall include in their bylaws the establishment of policies allowing community agencies and representative groups of the low income who feel themselves inadequately represented on the board to petition for adequate representation.

   3. (C) The bylaws shall specify in these policies the:

      1. (i) Channel of communication to be used;
      2. (ii) Number of signatures required for a valid petition; and
      3. (iii) Action required of the board in response to a petition for more adequate representation.
   4. (D) The board bylaws shall include provisions for adjusting its composition in cases where a petition is granted to maintain the proper percentage of public officials and of representatives of the low income;

7. (7)

   1. (A) Removal of a board member.
   2. (B) The bylaws must include a description of the grounds for removal of a board member and the policies to be followed for removing that member;

8. (8)

   1. (A) Alternates.
   2. (B) The Arkansas Nonprofit Corporation Act of 1993, Arkansas Code § 4-33-101 et seq., does not address the use of alternates to represent board members in their absence, therefore, alternates are prohibited;

9. (9)

   1. (A) Vacancies.

   2. (B) A vacancy on the board exists when:

      1. (i) A member has been notified of their official removal by action of the board for cause;
      2. (ii) A member notifies the board of their resignation;
      3. (iii) A member dies; or
      4. (iv) A public official leaves office.
   3. (C) When the seat of a public official is vacant, the board shall ask the designating officials to select another public official to fill the seat.
   4. (D) When the seat of a representative of a private sector is vacant, the board shall ask that organization to name another representative to finish out the term.

   5. (E) When the seat of a representative of the low income is vacant, the board may include in its bylaws either of two (2) options:

      1. (i) The board may repeat the democratic selection process; or
      2. (ii) The board may allow the remaining representatives of the low-income population to select a person to finish out the term, with the condition that the person selected represents the same constituency as the original representative.
   6. (F) The board must fill all vacancies within ninety (90) calendar days after the vacancy occurs;

10. (10)

    1. (A) Quorum.
    2. (B) A quorum for a meeting of the board shall be over fifty percent (50%) of the board total as established in the agency's bylaws;

11. (11)

    1. (A) Calendar of meetings.

    2. (B)

       1. (i) The board shall have not less than four (4) regular meetings per program year with a quorum.
       2. (ii) The annual meeting may count as one (1) of these meetings.
       3. (iii) The schedule shall be defined in the agency's bylaws.
    3. (C) The board shall provide notice of the agenda in writing to all its members for any meeting as specified in its bylaws.

    4. (D)

       1. (i) All board of directors' meetings shall be posted in places in the community frequented by the public to ensure the public is informed of the time and date of each meeting in accordance with the Freedom of Information Act of 1967, Arkansas Code § 25-19-101 et seq.
       2. (ii) If a preliminary agenda is not available, the posted notice shall include a general description of the nature and purpose of the meeting.
       3. (iii) Agencies should identify in the posted notices whether the meeting to be conducted is a full board or committee meeting;

12. (12)

    1. (A) Notice requirements (see Arkansas Code § 25-19-106 of the Freedom of Information Act of 1967):

       1. (i) Regular meetings: time and place must be given to anyone who asks; and

       2. (ii) Special/emergency meetings: time, place, and date must be given two (2) hours in advance to news media:

          1. (a) (a) In the county where the meeting is held; and
          2. (b) (b) Located elsewhere that cover the regular meetings and that have asked to be notified.
    2. (B) All eligible entity board meeting notices must be in accordance with the current Freedom of Information Act of 1967;

13. (13)

    1. (A) Minutes.

    2. (B)

       1. (i) The agency shall maintain a roster of attendance and written minutes for board and committee meetings including a record of votes on all motions.
       2. (ii) The members making and seconding motions must be identified in the minutes.
       3. (iii) If motions are not unanimous, there must be a record of each member's vote.
       4. (iv) A record of attendance or sign-in sheet must be maintained along with the minutes.

    3. (C)

       1. (i) A signed copy of the minutes, roster of attendance, roster of those absent, and any written material distributed at the meeting must be submitted to the state lead agency within thirty (30) calendar days after the minutes have been approved by the board.
       2. (ii) All minutes must be approved within ninety (90) calendar days of the meeting;

14. (14)

    1. (A) Committees.
    2. (B) The board may establish any committee it considers necessary for conducting its business.
    3. (C) The composition of these committees shall fully reflect the composition of the board.
    4. (D) Public notices and quorums for committee meetings and full board meetings are required to be in accordance with the Freedom of Information Act of 1967 and a quorum is over fifty percent (50%) of the established membership of the committee;

15. (15)

    1. (A) Compensation.
    2. (B) Regular compensation to members for their services on the board is not permitted.
    3. (C) Travel reimbursement to all members of the board for expenses to attend the meetings is permitted.
    4. (D) Reimbursement for a meal is allowed if no meal is provided during the board meeting;

16. (16)

    1. (A) Officials.

    2. (B) Define the responsibilities of the officers of the board, meaning the:

       1. (i) Chair;
       2. (ii) Vice chair;
       3. (iii) Secretary; and
       4. (iv) Treasurer.
    3. (C) There must be a description of duties in each member file;

17. (17)

    1. (A) Evaluation and oversight of the executive director.
    2. (B) Define the responsibility and authority of the board regarding the hiring and firing of the executive director and the responsibility of the performance of the executive director.
    3. (C) All timesheets and travel requests for the executive director must be approved and signed by the chair or his or her designee (board member);

18. (18)

    1. (A) Tripartite board updates.
    2. (B) The state lead agency requires that eligible entities provide updates regarding the composition of the board, vacancies on the board, and the efforts to fill those vacancies as a part of the quarterly program report; and

19. (19)

    1. (A) Tripartite board verification.

    2. (B) The state lead agency will:

       1. (i) Attend board meetings;
       2. (ii) Assess organizational standards;
       3. (iii) Interview board members during the on-site monitoring review;
       4. (iv) Review copies of board meeting minutes; and
       5. (v) Track board vacancies and composition to verify validity of the eligible entity board.