SECTION 4. Special Board Meetings . Special meetings of the Board may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix the place for holding any special meeting of the Board.

SECTION 5. Notice . Notice of any special board meeting shall be given at least three (3) days prior to the proposed meeting by written notice . This written notice may be delivered by mail or hand-delivered to the board member, or it may be transmitted by FAX or e-mail if a return confirmation of receipt is received by the notice-giver from the one to whom notice is given. A director may waive notice of any meeting, and the attendance of a director at a meeting shall constitute a waiver of such notice, except where a director attends for the express purpose of objecting to the transaction of business because the meeting was not lawfully called or convened.

SECTION 6. Quorum . A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. Manner of Acting . The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board.

SECTION 8. Vacancies . Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Filling a Board vacancy, other than for the officers enumerated in Article V, shall be from the congressional district in which the vacancy occurred. Any Board position to be filled by reason of an increase in the number of Board members may be filled by election by the Board for a term of office continuing only until the next annual election.

ARTICLE IV. OFFICERS

SECTION 1. Number . The officers of the Corporation shall be a President, a Vice President, and a Secretary-Treasurer, each of whom shall be elected annually by the Regular Members. Other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board.

SECTION 2. Election and Term of Office . The officers of the Corporation to be elected by the Regular Members shall be elected annually by the Regular Members at the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be held. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal . Any officer or agent may be removed by the Board whenever in its judgment; the best interest of the Corporation will be served thereby.

SECTION 4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

SECTION 5. President . The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. He may sign, with the Secretary or any other proper officer of the Corporation there unto authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof will be expressly delegated by the Board or by these By Laws to some other officer or agent of the Corporation, or will be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the Board from time to time.

SECTION 6. Vice President . In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the Board.

SECTION 7. Secretary-Treasurer . The Secretary-Treasurer shall be responsible for all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned by the Board. If required by the Board, the Secretary-Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sum and with such surety or sureties, as the Board shall determine .

SECTION 8. The President shall appoint an officer nominating committee consisting of the three immediate past presidents who are in attendance and currently serving as district judges and two members at large from the regular membership. The nominating committee will present a slate of officers and board members, as needed, to the regular membership. The presentation of the slate of officers by the nominating committee shall not preclude nominations being made from the floor by any regular, voting member.

SECTION 9. TheDistrict Court Coordinator shall manage the day to day activities of the District Judges Council.Thoseduties shall include: (a) board activities including developing agendas, coordinating logistics and attending board and committee meetings; preparing and maintaining minutes of meetings of the board or committees; maintaining correspondence of the Board; coordinating board and committee communication; serving as a resource for the board of directors and the members; maintaining weekly contact with President of the Council; and other duties as assigned by the Board; (b) membership responsibilities including maintaining accurate membership information files; maintaining membership communication, including e-mail; developing and maintaining biographical data of members; maintaining correspondence related to the business of the District Judges Council; preparing and maintaining minutes of business meetings of the Council; (c) fiscal responsibilities including billing for membership dues on a routine and regular basis; processing and recording payments in a timely manner; issuing membership cards in a timely manner; maintaining records of all income/expenses; generating reports to reflect the financial status of the organization; assisting in budget planning and preparation; having charge and custody of and being responsible for all funds of corporation; receiving and giving receipts for monies due the corporation and making appropriate deposits; and if required by Board, obtaining a bond for the faithful discharge of duties in such sum and with such sureties as the Board shall determine; (d) communication responsibilities including acting as a liaison between judges, clerks, and the Administrative Office of the Courts; maintaining communication with membership regarding items of common concern, such as a death, accident or serious injury; acting as intermediary between the District Judges and other organizations and/or individuals as they relate to the business of the District Judges Council; continuing to work with Administrative Office of the Courts to develop a Council presence on the A.O.C. website and developing and distributing press releases as needed; and (e) providing research and administrative assistance to the district judges and clerks and the Administrative Office of the Courts, particularly as related to constitutional changes in the structure and operation of Arkansas District Court System; proposing, and if approved, initiating and coordinating special projects; compiling and distributing statistical data, as requested and assisting with preparation and promotion of legislation of the District Judges Council.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts . The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general on confined to specific instances.

SECTION 2. Loans . No loans shall be made by the Corporation to its directors or officers. Any directors who vote for or assents to the making of a loan to a director or officer, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof in accordance with provisions of the Arkansas Non-Profit Corporation Act. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc . All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.

SECTION 4. Deposits . All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

ARTICLE VI. FISCAL YEAR

The fiscal year of the Corporation shall be from January 1 through December 31.

ARTICLE VII. DIVIDENDS PROHIBITED

The Corporation shall not have or issue shares of stock, and no dividend shall be paid and not part of the income of the Corporation shall be distributed to its directors or officers. The corporation may pay compensation in a reasonable amount to its directors or officers for services rendered, and may reimburse its directors, officers and employees for expenses incurred in attending to their authorized duties; provided, however, that such expenses shall be evidenced by receipt or other proper document.

ARTICLE VIII. AMENDMENTS

These By Laws may be amended or repealed by a majority vote of the Regular members at a regular or special meeting.

Voted upon and approved by the regular membership meeting at Springdale, Arkansas on the 28 th day of September 2006.

Amended April 26, 2007