Part II.

Form 1023
Organizational Structure

The Corporations Article of Incorporation dated June 28, 2007. These papers were submitted
by Sally Wilson. Wilson is a member of this Corporation.

Part II. 2
AMENDED AND SUBSTITUTED BY-LAWS
OF
OSCEOLA COMMUNICATIONS, BUSINESS AND ARTS, INC.

ARTICLE I
PURPOSES
1. The purposes of which the Corporation is formed are these set forth in its Articles of
Incorporation, as from time to time amended. The Corporation is organized exclusively for
charitable, educational and scientific purposes under section 501(c)(3) of the Internal Revenue
code, or corresponding section of any future federal tax code.
2. In this connection, the Corporation will promote the welfare of children and youth in home,
school and community through open-enrollment public charter schools; to raise the standards of
home life; and to bring closer relation the home and the school, that parents and teachers may
cooperate intelligently in the training of children and youth, and more specifically through
open-enrollment public charter schools, such as Osceola Communication, Arts and Business
School and to these ends to take and hold by bequest, devise, gift, grant, purchase, lease or
otherwise, any property, real, personal, tangible or intangible, or any undivided interest therein,
without limitation as to amount or value; to sell, convey, or otherwise dispose of any such
property and to invest, reinvest, or deal with the principal or the income thereof in such manner
as, in the judgment of the directors, will best promote the purpose of the Corporation and
Osceola Communications, Business and Arts, Inc. without limitation, except such limitation, if
any, as may be contained in the instrument under which such property is received, these
Articles of Incorporation, the Bylaws of the Corporation, or any laws thereto.
3. The Corporation is to do any act or thing incidental to or connected with the foregoing purpose
or in advancement thereof, but not for pecuniary or financial gain, and no part of the assets,
income, or profit of the Corporation is distributable to, or inures to the benefit of its directors or
officers except to the extent permitted by law.
4. No substantial part of the activities of the Corporation shall be carrying on of propaganda, or
otherwise attempting to influence legislation, and the Corporation shall not participate in, or
intervene in (including the publishing or distribution of statements) any political campaign on
behalf of any candidate for public office.
5. The purposes of the Corporation are promoted through an educational program directed toward
parents, families, teachers, and the community; are developed through conferences,
committees, projects, and programs; and are governed and qualified by the basic policies set
forth in Article II herein below.

ARTICLE II
BASIC PRINCIPLES
1. Upon the dissolution of this Corporation, assets shall be distributed for one or more exempt
purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, or for a public purpose.
2. The Corporation shall be noncommercial, nonsectarian and nonpartisan.
3. The Corporation, its school(s) and associates do not discriminate in any way on the basis of
race with respect to admissions, use of facilities or exercise of student privileges or handling of
faculty or administrative staff.
4. The name of the Corporation or the names of any members in their official capacities shall not
be used in any connection with a commercial concern or with any partisan interest or for any
purpose not appropriately related to promotion of the objects of the Corporation.
5. The Corporation may cooperate with other organizations and agencies concerned with child
welfare but persons representing the Corporation in such matters shall make no commitments
that bind the Corporation.
6. The Corporation and all members are prohibited from selling or distributing the membership
list of the Corporation to any individual or organization.

ARTICLE III
MEMBERSHIP AND DUES
1. Any individual who subscribes to the purposes and basic policies of the Corporation may
become a member of the Corporation subject only to compliance with the provisions of the
Bylaws, application to the Corporation, approval by its Board and payment of the annual dues.
Membership in the Corporation shall be available without regard to race, color, creed, sex or
national origin.
2. Only the following persons may become a member of the Corporation.
a. Must reside in Arkansas or a state contiguous to Arkansas.
b. Must be 18 years or older.
3. The Corporation shall conduct an annual enrollment of members but persons may be admitted
to membership at any time.
4. Only members in good standing of the Corporation shall be eligible to participate in business
meetings, or to serve in any of its elective or appointive positions.
5. Each member of the Corporation shall pay annual dues of $50.00 to the Corporation or provide
in-kind goods or services. The Corporation members can vote to waive this dues requirement
for short periods of time a designated purpose or reasons, such as a recruitment campaign.
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ARTICLE IV
OFFICERS AND THEIR ELECTION
1. Officers.
a. The officers of the Corporation shall consist of a President; a Vice President; a Secretary
and a Treasurer or Secretary/Treasurer.
b. Officers shall assume their official duties following the close of the annual meeting in
September and shall for a term of two years and until the election and qualification of their
successors.
c. A person shall not be elected to more than two consecutive terms in the same office.
2. Elections
a. There may be a nominating committee composed of three members, one of whom shall be
selected by the Board of Directors from its body, and two of whom may be elected by the
Corporation at a regular meeting at least one month prior to the election. The person
receiving the highest number of votes by the Corporation shall serve as chairman of the
nominating committee.
b. If created, the nominating committee shall nominate by majority vote one eligible person
for each office to be filled and report its nominees at the regular meeting in May at which
time additional nominations may be made from the floor.
c. Only those persons who have signified their consent to serve if elected shall be nominated
for or elected to such an office.
d. At the annual meeting for the corporation, each member eligible to vote shall have the right
to cast one vote for each office. Only votes cast for persons eligible in accordance with this
Article shall be counted. There shall be no voting by proxy. Members may vote via
phone/videoconferencing.
e. Only members who were members at the time of the regular meeting in May of the
applicable year shall be eligible to vote on the election of officers at the annual meeting in
September or to vote on officers or standing committee chairs between annual meetings.
f. The nominee for each office who receives the vote of a majority of the voting members
shall be elected to office.
g. Should no nominee receive a majority vote, a second election shall be conducted, in which
the two nominees receiving the highest number of votes in the general election shall be the
nominees. The person receiving the majority vote in the second election shall be elected to
office.
h. The Corporation may determine staggered terms for the officers.
3. Vacancies. A vacancy occurring in any office or standing committee chair shall be filled for the
unexpired term by a person elected by a majority vote of eligible Corporation members during
a regular or special called Corporation meeting.
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ARTICLE V
DUTIES OF OFFICERS
1. The president shall preside at all meetings of the Corporation and of the Board of Directors at
which he may be present; shall perform such other duties as may be prescribed in these Bylaws
or assigned to him by the Corporation or by the Board of Directors and shall coordinate the
work of the officers and committees of the Corporation in order that the purposes may be
promoted.
2. The Vice President shall act as aide to the President and shall perform the duties of the
President in the absence or disability of that officer to act.
3. The Secretary or designee shall ensure minutes are recorded of all meetings of the Corporation
and of the Board of Directors and shall perform such others duties as may be delegated to him,
such as co-signing checks drawn on the schools account, including communications and public
relations.
4. The Treasurer shall oversee custody of the funds of the Corporation; including full and accurate
account of receipts and expenditures; and disbursements in accordance with the approved
budget, as authorized by the Corporation, the Board of Directors and shall make a full report at
the annual meeting. The Treasurer shall be responsible for the overseeing the maintenance of
such books of account and records as conform to the requirements of the Bylaws. The
Treasurers account shall be examined annually by an auditor or an auditing committee of not
less than three members, who, satisfied that the Treasurers annual report is correct, shall sign a
statement of that fact at the end of the report. The auditing committee shall be appointed by the
Board of Directors at least two weeks before the annual meeting.
5. All officers shall:
a. Perform the duties prescribed in the parliamentary authority in addition to those outlined in
these Bylaws and those assigned from time to time.
b. Deliver to their successors all official material not later than ten days following the election
of their successors.
ARTICLE VI
BOARD OF DIRECTORS
1. The Board of Directors may consist of seven members, three or four of which are the officers
of the Corporation and three or four of which are the chairmen of the standing committees. The
chairmen of the standing committees who shall serve upon the Board of Directors shall be
selected by the members of the Corporation at a regular or special called meetings.
2. Should there at any time be less than four standing committees, then the number of chairmen of
the standing committees who shall serve as members of the Board of Directors shall be
decreased accordingly. In such a case, the Board of Directors shall consist of the officers of the
Corporation and the chairmen of each standing committee. In the event that there shall be an
even number of Directors and a majority vote cannot be reached, then the vote of the President
shall be the deciding vote. Should the Corporation be awarded an open-enrollment public
charter school, the Board of Directors will maintain a five member board.
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3. If granted an open-enrollment charter school, the Board of Directors will manage the operation
of the school and make all decisions regarding the school. The Board of Directors will join the
Arkansas School Board Association, ASBA and will attend training offered by ASBA. The
board will adhere to all requirements of local board of directors including Arkansas code of
ethics for board members, issues of nepotism, and FOI violations. The Board will utilize the
ASBA Model policy program. The Board will oversee the master plan for the school and
operational policies. All Board members will submit to and pass state and FBI criminal
background checks.
4. The duties of the Board of Directors shall be (a) to transact necessary business in the intervals
between meetings of the Corporation and such other business as may be referred to it by the
Corporation; (b) to create standing committees; (c) to approve the plans of work of the standing
committees; (d) to present a report at the regular meetings of the Corporation; (e) to appoint an
auditor or an auditing committee at least two weeks prior to the annual meeting to audit the
Treasurers accounts; (f) to prepare and submit to the Corporation for approval a budget for the
fiscal year; and (g) to approve routine bills within the limits of the budget.
5. The business and affairs of the Corporation shall be managed by the Board of Directors who
may exercise all powers of the Corporation and do all such lawful acts and things as are not (by
statute or by the Articles of Incorporation or by these Bylaws) directed or required to be
exercised or done by the members.
6. If the Corporation operates a charter school, regular meetings of the Board of Directors shall be
held every month, the time to be fixed by the Board at its first meeting of the year. A majority
of the Board of Directors shall constitute a quorum. Special meetings of the Board of Directors
may be called by the President or by a majority of the members of the Board.
7. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be
placed in the minute book of the Corporation.
8. Any officer or agent elected or appointed by the Board of Directors may be removed by the
Board of Directors or by Corporation members whenever in its judgment the best interest of the
Corporation will be served thereby. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer or agent shall not
of itself create contract rights.
ARTICLE VII
MEETINGS
1. Regular meetings of the Corporation shall be held on the third Tuesdays of January, May and
September unless otherwise provided by the Corporation or by the Board of Directors or as
posted on the Corporation website, www.ocbainc.com with at least five day notice. The time
and location will be posted on the Corporation website. In the absence of officers, Corporation
members may open and preside over the meetings.
2. Special meetings of the Corporation may be called by the Board of Directors or a majority of
the corporation members, having given five days notice.
3. The annual meeting shall be in September.
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4. A majority of the members shall constitute a quorum for the transaction of business in any
meeting of the Corporation.
ARTICLE VIII
STANDING AND SPECIAL COMMITTEES
1. The Board of Directors or Corporation may create such committees as it may deem necessary
to promote the purposes and carry on the work of the Corporation. The term of each chairman
shall be one year and until the election and qualification of his successor.
2. The chairman of each standing committee shall present a plan of work to the Board of Directors
for approval. No committee work shall be undertaken without the consent of the Board of
Directors.
3. The power to form a special committee and appoint their members rests with the Corporation.
4. The President shall be a member ex officio of all committees except the nominating committee.
ARTICLE IX
MISCELLANEOUS
1. These Bylaws may be amended, repealed, or altered, in whole or in part, by a majority vote at
any regular or special meeting of the Board of Directors of the Corporation, except as provided
in this Article.
2. These Bylaws may not be amended, repealed, or altered, in whole or in part, by the Board of
Directors if the resulting bylaws contain a change to any of the following provisions, which
must be approved by a two-thirds vote of the members:
a. Any provision regarding the length of terms to be served by any officer or nature of the
duties performed by any officer;
b. Any provision regarding the election of officers of the Corporation or the nature in which
such elections shall be held;
c. Any provision regarding the makeup or duties of the Board of Directors;
d. Any provision dictating who may become a member of the Corporation, the amount of the
annual dues or the ability of the members of the Corporation to attend the business
meetings of the Corporation; and
e. Any provision regarding the Board of Directors ability to amend, repeal, or alter these
Bylaws, in whole or in part, or any notice that shall be given to the members of the
Corporation regarding a vote on any proposed amendments.
3. Should the Board of Directors propose to amend, repeal, or alter, in whole or in part, any
provision in this Article, written or printed notice shall be given to each member of the
Corporation that said changes will be considered either at a special or regular meeting of the
Corporation. Said notice shall set forth the nature of the proposed changes and shall include a
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copy of the proposed amendment. Said notice shall state the place, day and hour of the meeting
and shall be delivered to each member by mail at their address of record not less than ten (10)
not more than sixty (60) days before the date of the meeting or said notice may also be
provided through email or posted on the non-profit website, www.ocbainc.com
4. Whenever the context so requires, the masculine shall include the feminine and neuter, and the
singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid
or inoperative, then, so far as is reasonable and possible:
a. The reminder of these Bylaws shall be considered valid and operative; and
b. Effect shall be given to the intent manifested by the portion held invalid or inoperative.
5. These Bylaws are subject to, and are governed by, the Articles of Incorporation.
ARTICLE X
INDEMNITY
1. Every person who was or is a party or is threatened to be made party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of
the fact that he is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another corporation, or as its representative
in partnership, join venture, trust or other enterprise shall be indemnified and held harmless to
the fullest extent legally permissible under that pursuant to any procedure specified in the
Arkansas Business Corporation Act of the State of Arkansas, as amended and as the same may
be amended hereafter, against all expenses, liabilities and losses (including attorneys fees,
judgments, fines and amounts paid or to be aid in settlement) reasonably incurred or suffered
by him in connection therewith Such right of indemnification shall be a contract right that may
be enforced in any lawful manner by such person. Such right of indemnification shall not be
exclusive of any other right which such director or officer may have or hereafter acquire and
without limiting the generality of such statement, he shall be entitled to his rights of
indemnification under any agreement, vote of members, provision of law, or otherwise, as well
as his rights which such director or officer may have or hereafter acquire and without limiting
the generality of such statement, he shall be entitled to this rights of indemnification under any
agreement, vote of members, provision of law, or otherwise, as well as his rights under this
paragraph. The Board of Directors may cause the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of such status,
whither or not the Corporation would have power to indemnify such person.
2. Expenses incurred by a director or officer of the Corporation in defending a civil or criminal
action, suit or proceeding by reason of the fact that he is, or was, a director or officer of the
Corporation (or was serving at the Corporations request as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or other enterprise)
shall be paid by the Corporation in advance of the final disposition of such action, suit
proceeding upon receipt of an undertaking by or on behalf of, such person to repay such
amount if it shall ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by relevant provisions of the Arkansas Business Corporation Act as
the same now exists or as it may hereafter be amended.
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CERTIFICATION OF ADOPTION
The Foregoing Bylaws of the Corporation have been adopted this 19th day of December, 2007
by action of the Board of Directors for the Corporation pursuant to the laws of this State.
IN TESTIMONY THEREOF, witness the hand of the undersigned as President of the
Corporation on such date.
Sally L. Wilson, President
These Bylaws were last amended by the Corporation on Sept. 17, 2013.

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Conflict of Interest Policy

Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organizations,
Osceola Communication, Business and Arts, Inc., hereby known as OCBA Inc. or The Entity
(per Arkansas Department of Education RESOLUTIONs Legal Comments), interest when it is
contemplating entering into a transaction or arrangement that might benefit the private interest
of an OCBA Inc. officer or director or might result in a possible excess benefit transaction. This
policy is intended to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
1. Interested Person. Any director, principal officer, or member of an OCBA Inc. committee
with governing board delegated owners, who has a direct or indirect financial interest, as
defined below, is an interested person.
2. Financial Interest. A person has a financial interest if the person has, directly or indirectly,
through business, investment, or family;
a. An ownership or investment interest in any entity with which OCBA Inc. has a transaction
or arrangement,
b. A compensation arrangement with OCBA Inc. or with any entity or individual with which
OCBA Inc. has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which OCBA Inc. is negotiating a transaction or arrangement.
Compensation includes direct or indirect remuneration as well as gifts or favors that are not
insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a
person who has a financial interest may have a conflict of interest only if the appropriate
OCBA Inc. governing board or committee decides that a conflict of interest exists.
Article III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose
the existence of the financial interest and be given the opportunity to disclose all material facts
to the OCBA Inc. directors and members of committees with governing board delegated
powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussions with
the interested person, he/she shall leave the OCBA Inc. governing board or committee meeting
while the determination of a conflict of interest is discussed and voted upon. The remaining
OCBA Inc. board or committee members shall decide if a conflict of interest exists.
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3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the OCBA Inc. governing board or
committee meeting, but after the presentation, he/she shall leave the meeting during the
discussion of, and the vote on, the transaction or arrangement involving the possible
conflict of interest.
b. The chairperson of the OCBA Inc. governing board shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.
c. After exercising due diligence, the OCBA Inc. governing board or committee shall
determine whether OCBA Inc. can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a conflict of
interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the OCBA Inc. governing board or
committee shall determine by a majority vote of the disinterested directors whether the
transaction or arrangement is in OCBA Inc.s best interest, for its own benefit, and whether
it is fair and reasonable. In conformity with the above determination it shall make its
decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict of Interest Policy
a. If the OCBA Inc. governing board or committee has reasonable cause to believe its member
has failed to disclose actual or possible conflicts of interest, it shall inform the member of
the basis for such a belief and afford the member an opportunity to explain the alleged
failure to disclose.
b. If, after hearing the members response and after making further investigation as warranted
by the circumstances, the OCBA Inc. governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.
Article IV
Records of Proceedings

1. The minutes of the OCBA Inc. governing board and all committees with board delegated
powers shall contain:
a. The names of persons who disclosed or otherwise were found to have a financial interest in
connection with an actual or possible conflict of interest, the nature of the financial interest
in fact existed.
b. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
proceedings.
Article V
Compensation
a. Pursuant to Arkansas School Board member laws concerning compensation, a voting member
of the OCBA Inc. governing board may not receive compensation, directly or indirectly, from
OCBA Inc. for services.
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b. A voting member of any OCBA Inc. committee whose jurisdiction includes compensation
matters and who receives compensation directly or indirectly, from OCBA Inc. for services is
precluded from voting on matter pertaining to that members compensation.
c. No voting member of the OCBA Inc. governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or indirectly, from
OCBA Inc., either individually or collectively, is prohibited from providing information to any
committee regarding compensation.
Article VI
Annual Statements

Each director, principal officer and member of an OCBA Inc. committee with governing board
delegated powers shall annually sign a statement which affirms such person:
a.
b.
c.
d.

Has received a copy of the conflicts of interest policy,

Has read and understands the policy,
Has agreed to comply with the policy, and
Understand OCBA Inc. is charitable and in order to maintain its federal tax exemption it
must engage primarily in activities which accomplish one or more of its tax-exempt
purposes.
Article VII
Periodic Reviews

To ensure OCBA Inc. operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information and the result of arms length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations
conform to OCBA Inc.s written policies, are properly recorded, reflect reasonable
investment or payments for goods and services, further charitable purposes and do not
result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, OCBA Inc. may, but need
not, use outside advisors. If outside experts are used, their use shall not relieve the OCBA Inc.
governing board of its responsibility for ensuring periodic reviews are conducted.

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