Name and JurisdictionSection 1. This organization shall be known as ARPAST LLC, the Arkansas Paranormal and Anomalous Studies Team, and has been in existence under that name since February 2007.
Section 2. The jurisdiction of this organization is worldwide with a special emphasis on the Southeastern United States.
Section 3. The principal office of this organization shall be located in the County of Pulaski, State of Arkansas. The organization may have other branches either within or without the State of Arkansas as the Directors may require from time to time.
Official LogosSection 1. All logos on this organization's business cards as well as those on the ARPAST business cards are copyrighted and remain the property of ARPAST. This would also include cover designs on all newsletters and all special interest directories. These designs and logos cannot be reproduced without expressed written consent from the Board of Directors and ARPAST.
Section 2. The designs on this organization's membership cards and photo identification cards are also copyrighted and cannot be duplicated under penalty of law.
Section 3. The title “The Arkansas Paranormal & Anomalous Studies Team” remains the exclusive property of ARPAST, and cannot be used by any other organization or business under penalty of law. However, Officers can utilize the ARPAST logo on their personal business cards as long as they remain Active Members of ARPAST.
ObjectivesSection 1. The objectives of this organization shall be:
A. To scientifically and without prejudice explore the realm of the paranormal and supernatural with a special emphasis on the topics of ghosts, hauntings, poltergeists and life after death.
B.To attempt to prove and study the existence of such paranormal phenomena through on-site scientific investigations at alleged haunted locations with the aid of special equipment.
C. To report such findings on the organization's official online website.
D. To examine all forms of evidence for the existence of paranormal phenomena including but not limited to: environmental data captured through use of special equipment, photographs, audio sounds and any physical proof gathered.
E. To catalog all forms of data captured during an investigation for statistical and computational analysis.
F. To receive, manage, invest, expend or otherwise use the funds and property of this organization to carry out the duties and to achieve the objectives set forth in these By-Laws and for such additional purposes and objects not inconsistent therewith as will further the interests of this organization and its members, directly or indirectly.
Board of DirectorsSection 1. The business and affairs of this organization shall be managed by its Board of Directors, 3 in number. Each Director shall be elected for the term of five (5) years, and until their successor shall be elected and shall qualify or until their earlier resignation or removal. The initial Board of Directors at time of organization shall be selected by the founding Directors, rather then elected.
Section 2. Regular meetings of the Board shall be held without notice, at least quarterly, at the registered office of this organization, or at such other time and place as shall be determined by the Board.
Section 3. Special Meetings of the Board may be called by any Board of Director on 2 weeks notice to each of the other directors, personally or by mail, fax, telegram or electronic mail.
Section 4. Quorum: A majority of the total number of directors shall constitute a quorum for the transaction of business.
Section 5. Consent in Lieu of Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Section 6. Conference Telephone: One or more Directors may participate in a meeting of the Board, or a committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in this manner shall constitute presence in person at such meeting.
Section 7. Compensation: Directors as such, shall not receive any stated salary for their services.
Section 8. Removal: Any Director may be removed from their office, with or without cause, by majority vote of the sitting Directors. Such a vote for removal shall only be conducted during a regular monthly meeting of ARPAST or during a special meeting as described in ARTICLE IV, Section 3.
Section 9. Presence by proxy: Any Director serving abroad due to Military service, or business related and/or under the umbrella of the United States Armed Forces and any of its ongoing operations abroad, will be allowed to assign a proxy to represent them in all proceedings during their absence. This proxy will have all the powers and benefits of the Director in their absence. The proxy shall be one of the officers of this organization as identified in ARTICLE IV Section(s) 3-6.
OfficersSection 1. The executive officers of this organization shall be chosen by a majority vote of the Board of Directors and shall be: President, Executive Vice President, Chief Financial Officer and Director of Research. Other officers may include Secretary, Area Coordinators, Security Manager, or any other position deemed necessary by the Board of Directors. The same person may hold any number of offices.
Section 2. Eligibility to hold office shall be governed solely by the Directors and the provisions of these By-Laws.
A. The officers of this organization shall hold office for five years and until their successors are chosen and have qualified.
B. Appointed officers have a slightly higher ranking than an Active Member and are offered some special privileges.
C. The Board of Directors may remove any officer or agent elected or appointed by the Board, whenever in its judgment the best interest of the organization will be served thereby.
D. Any Active Member may apply for any vacant position anytime after their one (1) year anniversary date. Applicant must maintain a better than average attendance to all meetings and Field Investigations.
A. To attend all sessions of the Board.
B. To have general and active management of the business of this organization, subject, however, to the right of the Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of this organization. He or she shall have the general power and duties of supervision and management usually vested in the office of President of a corporation.
C. To preside at all meetings of this organization and to preserve order therein. He shall appoint all committees and shall also have the right to serve on all committees by virtue of his office.
D. To publish and edit all official publications of this organization.
A. To be second only to the chief executive officer of this organization.
B. To have general and active management of the business of this organization; subject, however, to the right of the President to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of this organization. He or she shall have the general power and duties of supervision and management usually vested in the office of Executive Vice President of a corporation.
C. To preside at any meetings in the absence of the President.
A. To have custody of the corporate funds and securities and to keep full and accurate accounts of receipts and disbursements in books belonging to this organization.
B. To keep the moneys of this organization in a separate account to the credit of this organization.
C. He shall disburse the funds of this organization as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Chief Financial Officer and of the financial condition of this organization.
A. To report directly to the President or Executive Vice President.
B. To coordinate and manage all research and investigation efforts as directed by the President and to report such findings to the Executive Office without exception.
C. To preside at any meetings in the absence of the President or Executive Vice President.
E. To serve as the Point-of-Contact to all Area Coordinators.
A. The Secretary shall take meeting minutes at all meetings. This would also include typing out the same and ensuring that all members receive a copy. The Secretary will also assist with the distribution of materials, i.e. newsletters, application forms, flyers and to assist new applicants with questions.
B. Area Coordinators shall assist in conducting area research, including management of groups and branches in their respective regions, and to report findings to the Director of Research.
C. The Security Manager is specifically endowed with the responsibility of security at monthly meetings, and during Field Investigations. This responsibility includes safeguarding any items, equipment or personnel, associated with ARPAST during all ARPAST-sponsored events.
Officers - GenerallySection 1. After appointment and when installed, all Officers of this organization may be required to take the following obligation for office: " Truly and faithfully, I. ________________________________ sincerely promise, upon my honor, that I will truly and faithfully, to the best of my ability, perform the duties of my office, as prescribed in the By- Laws of this organization."
Section 2. All Officers in the performance of their duties shall adhere to the terms of these By-Laws.
Section 3. Salaries: No Salaries are deemed acceptable at this time, and as such no salaries shall be granted unless these Bylaws amended by quorum of vote by the Board of Directors and placed on file with the state corporate commission.
Section 4. Term of Office: The officers of this organization shall hold office for five years and until their successors are chosen and have qualified.
VacanciesSection 1. Any vacancy occurring in any office of this organization by death, resignation, removal or otherwise, shall be filled by the Board of Directors. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, although not less than a quorum, or by a sole remaining Director. If at any time, by reason of death or resignation or other cause, this organization should have no Directors in office, then any officer or any executor, administrator, trustee or guardian of a Director, or other fiduciary entrusted with like responsibility for the person or estate of a Director, may call a special meeting of the Board of Directors in accordance with the provisions of these By-Laws.
Section 2. Resignations Effective at Future Date: When one or more Directors shall resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.
Eligibility for MembershipSection 1. Subject only to the specific conditions stated hereinafter, any person of good moral character who has an interest in scientific paranormal research shall be eligible for membership at the discretion of the Officers.
Section 2. Anyone wishing to become more involved with this organization may become an Active Member if he or she meets the following requirements:
A. All Active Members must be at least twenty-one (21) years of age and have a valid ID or driver's license prior to joining.
B. He/she must fill out a Membership Application and provide a recent color photograph.
C. He/she must apply and be approved for an Active Membership to the ARPAST Message Boards located on the official ARPAST website.
D. He/she must attend a minimum of 2 monthly meetings as published or announced on the ARPAST Message Boards.
E. He/she must attend a minimum of 2 open investigations as published or announced on the ARPAST Message Boards.
F. He/she must have a reliable form of transportation to and from meetings and Field Investigations.
G. Each member in good standing must make a yearly donation of $25. Membership donations must be paid by January 1st of each year to remain an Active Member. Larger donations are accepted but not required.
H. After a prospective member has met the above criteria, final approval for membership of the applicant shall be determined by a majority vote of all Officers.
A. He/she refuses to obligate himself to promptly pay the membership donation and also renew promptly when notified.
B. There is reason to believe that he/she may not adhere to and abide by the By-Laws and our rules and regulations.
C. He/she advocates race, religious or class hatred.
D. His/her attendance to monthly meetings, Open or Closed Field Investigations falls below par in any given six (6) month period.
A. Attendance to ARPAST sponsored events falls below average.
B. Divulging privileged or confidential information with anyone outside the ARPAST circle.
C. Attempting to undermine the credibility or integrity of this organization in any way.
D. Simple dishonesty or other bad traits which reflect unfavorably against ARPAST.
E. Use of recreational drugs of any kind.
F. Your status changes from that when you first became a member. In other words, you are unable to abide by Section 2, Articles D, E, F or Section 5, Articles A, and F.
G. If, at anytime, you are found enrolled within another organization that causes a direct conflict of interest.
H. Any member withholding evidence including, but not limited to: video, audio, still pictures, documents, or any information pertaining directly to an officially sanctioned ARPAST-related investigation.
A. The Officers have the exclusive right to deny membership to anyone who does not meet the high standards set forth by ARPAST.
B. All ARPAST-related photo ID's are the exclusive property of ARPAST and must be surrendered to an ARPAST officer upon request when dropped from the organization, member resigns or failure to renew said membership promptly.
C. All Active Members are given a trial period of one year and evaluated at the end of that time. It is then up to the Officers whether or not the said member will be invited to renew as an Active Member. Renewal points taken into consideration are: attendance to monthly meetings, Open or Closed Field Investigations, ability to learn and grow with ARPAST, neatness of appearance, willingness to contribute to the society as a whole and other general membership practices.
E. The Officers are not obligated in anyway to retain any individual that doesn't meet with the above mentioned criteria and others deemed necessary by the Officers.
F. ARPAST is not obliged to accept members who already have their own paranormal research organization established at the time of their joining or anytime thereafter. An example would be: entering into another paranormal group after being accepted into ARPAST as we feel loyalty is a top priority and there can be an issue of confidentiality, trust and not being able to devote the necessary time required to be a competent member. We feel that "double-dipping,” or belonging to two similar organizations at the same time is unfair to both groups as it's difficult to judge where loyalty lies between the groups.
G. If any member leaves the group for any reason prior to the conclusion of his or her membership or, in the case of a Lifetime Member, prior to death, no dues are refundable.
Corporate RecordsSection 1. Any Officer of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose this organization’s ledgers, a list of its Officers, and its other books and records, and to make copies or extracts there from. A proper purpose shall mean a purpose reasonably related to such person's interest as an Officer. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, a power of attorney or such other writing, which authorizes the attorney or other agent to so act on behalf of the Officer, shall accompany the demand under oath. The demand under oath shall be directed to this organization at its registered office in this state or at its principal place of business.
Miscellaneous ProvisionsSection 1. Checks: All checks or demands for money and notes of this organization shall be signed by such Officer or Officers as the Board of Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first day of January.
Section 3. Notice: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, by fax, or by telegram, charges prepaid, to his or her address appearing on the books of this organization, or supplied by them to the organization for the purpose of notice. If the notice is sent by mail, fax or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, faxed or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of the Board of Directors, the general nature of the business to be transacted.
Section 4. Waiver of Notice: Whenever any written notice is required by statute, or by the certificate or the By-Laws of this organization a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of the Board of Directors, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person either in person or by proxy, at any meeting shall constitute an ARPAST By-Laws waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 5. Resignations: Any Director or other Officer may resign at anytime, such resignation to be in writing, and to take effect from the time of its receipt by this organization, unless some time is fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective.
Annual StatementSection 1. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of this organization for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.
Section 1. These By-Laws may be amended or repealed by the vote of the Board of Directors at least a majority of the votes which all board members are entitled to cast thereon, at any regular or special meeting of the Board, duly convened after notice to the Officers of that purpose.