By-Laws of The Global Society of Online Literacy Educators

an Arkansas Nonprofit Corporation

• Effective: April 7, 2016, Global Society of Online Literacy Educators, an Arkansas nonprofit corporation.
• Modified and approved October 18, 2016.
• Modified and approved March 12, 2018
• Modified and approved March 23, 2022
• Modified and approved August 26, 2022

ARTICLE I. PURPOSES OF THE ORGANIZATION

Section 1. Mission. The Global Society of Online Literacy Educators (GSOLE) is an international organization connecting those who teach reading, alphabetic writing, and multimodal composition as digital literacies in online educational settings. Dedicated to diversity, inclusivity, and access in literacy-based online education, GSOLE disseminates peer-reviewed research and information through its annual meeting, online conference, research support, educational and community-building webinars, website, and two open-access online journals, Research in Online Literacy Education (ROLE) and the Online Literacy Open Resource (OLOR), as well as planned online literacy certification programs..

Section 2. Not-for-Profit. GSOLE is organized exclusively for charitable, educational, and scientific purposes that accord with the not-for-profit designation stipulated in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”) (or the corresponding provision of any future United States Revenue law). No part of the assets or net earnings of GSOLE shall be distributable to its members, trustees, Executive Board Members, Officers or other private persons, except in furtherance of the not-for-profit mission set forth in these Bylaws.

Section 3. Nonpolitical. No substantial part of the activities of GSOLE shall be the carrying on of propaganda or otherwise attempting to influence state or federal legislation, and GSOLE shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for political office.

Section 4. Accessible online operations. As an organization seeking to serve online educators and administrators in an inclusive and equitable manner, GSOLE’s primary site(s) of operations shall also be accessible online. Moreover, GSOLE shall routinely review and update its online programs and services to improve access for and inclusion of the larger global population of diverse teachers and students.

Section 5. Physical Offices. Unless otherwise determined by the Executive Board, the registered office of the Global Society of Online Literacy Educators (GSOLE) shall be located in Arkansas.

ARTICLE II. MEMBERSHIP

Section 1. Eligibility. Any member of any educational institution, including graduate and undergraduate students, tenured, tenure-track, and non-tenure-track faculty, literacy and educational program staff and administrators or any individual interested in teaching, service, and scholarship in the field of rhetoric and composition, reading, or multimodal and digital composition—especially with a focus on online literacy instruction (OLI)—may join GSOLE by paying membership dues set by the Executive Board.

Section 2. Leadership. The governance and administration of the organization shall be determined by an Executive Board elected from among the membership as explained in Article III below. The powers of the Executive Board and its officers are defined in Article IV.

Section 3. Membership categories. The Executive Board may designate different categories of membership that stipulate different dues rates, including complete waivers of dues, or provide different benefits to the extent that doing so advances the organizational mission of inclusivity, diversity, equity, and access in online education.

Section 4. Active membership. Individuals whose membership dues are paid by themselves or their institution, including individuals joining GSOLE through an institutional membership, shall be considered active members for the duration covered by the dues payment. Individuals whose dues have been waived by the Executive Board are active for the duration covered by the waiver.

Section 5. Access to services and resources. Active members shall have access to the benefits and services allotted to each individual’s membership category. To access these benefits and services, a member may be required to register with and log into either a GSOLE-sponsored service or site or a third-party service or site partnering with GSOLE.

Section 6. Voting rights. Every active member has a full right to cast one vote for each Executive Board position being filled through a routine election, as described in Article III below. Candidates are elected and motions are passed by a majority vote of those casting ballots within the timeframe and in the manner stipulated for the poll, which shall be administered by the Election Committee, as explained in Article III below.

Section 7. Membership Rejection. The Executive Board reserves the right to reject or terminate membership and return dues (prorated) to any person or institution whose activities within GSOLE may be contrary to the expressed purposes and values of the organization.

ARTICLE III. EXECUTIVE BOARD

Section 1. Powers of the Executive Board. The Executive Board Members will establish policy and shall have the general management and control of the affairs of GSOLE as explained in Article V. Organizational Governance and Administration. The property, business, and affairs of GSOLE shall be managed by or under the direction of its Executive Board, as explained in Article IV. The powers of the Executive Board and GSOLE’s Elected Officers shall be limited as indicated by statute and these Bylaws.

Section 2. Composition of Executive Board. The Executive Board shall comprise the following 11 positions filled by GSOLE members elected by active members. The terms of service vary in length, but all start July 1 following the election of members to their respective positions.

• President: Two-year term followed by a two-year term as Immediate Past President
• Vice President: Two-year term followed by two-year term as President.
• Secretary: Two-year term
• Treasurer: Three-year term
• Six At-Large Member Representatives: Two-year terms
• Immediate Past President or a seventh At-Large Member Representative if the Immediate Past President chooses to relinquish their position on the Executive Board: Two-year term

All positions are directly elected by members of the organization except for a) the President and Immediate Past President, both of which succeed to their roles after having previously been elected to the role of Vice President and b) members appointed and approved by the Executive Board to complete the term of an elected Executive Board member who resigns or is dismissed from their role (as stipulated in Section IV.4).

Section 3. Election of Officers and At-large Member Representatives. Elections shall be conducted annually by the Election Committee, which shall be co-chaired by a member of the Steering Committee (usually the Secretary) and a member of the Inclusion, Diversity, Equity, and Accessibility (IDEA) Committee, both of which are described more fully in Section V.3.2 below. In order to advance GSOLE’s inclusive mission, each election shall follow this process:

Call for Nominations among Members: The Election committee shall announce an open call for nominations, including self-nominations, no later than May 1. Nominees will be asked to demonstrate through a brief bio and CV that they have the necessary skill sets and experience to perform the duties of the position, as explained in Section V.1 Duties of Officers. The Election committee may ask for elaboration from nominees or recommend other roles in the organization when a nominee’s experience is lacking.

• Approval of Slate of Nominees: Besides being qualified in terms of knowledge and talent, nominees should represent, as much as possible, the diversity of the members of the organization in such areas as race, ethnicity, gender and gender identity, physical disability, neurodivergence, multilingual background, nationality, institutional affiliation, type of institution, and size of institution. Overall, the following guidelines should be followed:
• Vice President nominees should have at least two years of experience on GSOLE committees as either officer or volunteer.
• No more than two members from the same institution can serve on the Executive Board at the same time.
• Before ballots are prepared, the IDEA Committee must approve the slate of nominees, or else request that a new call for nominations be made, extending the deadline two more weeks to allow for a more diverse slate of nominees.
• Preparation and distribution of ballots. The Election Committee shall prepare and distribute anonymous, accessible, and secure web-based ballots no later than June 1. All active members (as defined in Section II.4 above) shall receive a ballot allowing no more than one vote for each open position.

Section 4. Resignation or removal of Executive Board Members. Any Executive Board Member may resign by written notice to GSOLE. The resignation will be effective on receipt of the notice or at a later time designated in the notice. Any Executive Board Member may be removed from the Board and all accompanying official duties by the affirmative vote of a majority of the Executive Board Members then in office. This includes the Elected Officers, who, if resigned or expelled from the Executive Board, would also vacate their offices.

Section 5. Vacated seats. If an Executive Board Member or elected officer other than the President is unable to complete an elected term or is removed, the President shall appoint a replacement from among the larger membership of GSOLE to complete the term. Such Appointments must be approved by a majority of the Executive Board. If the President’s seat is vacated, then the Vice President will succeed to the role of President, and the new President will appoint a new Vice President as described above.

Section 6. Compensation. The Executive Board shall serve on a volunteer basis. However, as stipulated in Section IV.2.1., the Executive Board shall establish policies for providing officers and other members material support for advancing organizational projects and programs. The policies for determining support for organizational service should balance overall organizational viability and growth with individual members' needs for material support to further the GSOLE’s mission. The support may take the form of, but is not limited to, remuneration for expenses incurred while furthering organizational business, stipends that enable members to dedicate more time to focused organizational projects, or reduced costs for participating in events (e.g., conference registration) or receiving services (e.g., certification courses). These policies should foster inclusive, equitable, and accessible participation in organizational activities and initiatives by members of all ranks and backgrounds, while also avoiding conflicts of interest.

ARTICLE IV. GOVERNANCE AND ADMINISTRATION

Section 1. Duties of Elected Officers. The officers elected by GSOLE members are responsible for advancing the organizational mission as defined by these bylaws and by all guiding actions of the Executive Board. In pursuing GSOLE’s mission, the duties of Elected Officers entail a combination of executive tasks and ongoing obligations to collaborate with other members of the organization, including the Executive Board, to ensure GSOLE operates in a sustainable, ethical, and inclusive manner. Individually, the Elected Officers have the following responsibilities:

Section 1.1. President. The President shall be the chief executive/operating officer of GSOLE and shall have general and active management of GSOLE under policies established by the Executive Board. These duties include, but are not limited to, the following:

• The President chairs the Executive Board in accordance with the meeting guidelines explained in Section V.2 below. The President may vote on Board actions.
• The President chairs the Steering Committee (explained in Section V.3.1) to oversee operations and further initiatives and ongoing activities approved by the Executive Board.
• The President may execute bonds, mortgages, and other contracts, except where the signing and executions thereof shall be expressly delegated by the Executive Board to some other officer or agent of GSOLE.

Section 1.2. Vice President. The Vice President is responsible for collaborating with the President on organizational initiatives and ongoing operations to fulfill GSOLE’s mission. The Vice President’s duties include, but are not limited to, the following:

• The Vice President serves and votes on the Executive Board.
• The Vice President fills in for the President when the President is unable to fulfill duties for a limited period of time (see Section V.1.6 below).
• The Vice President serves on the Steering Committee.
• The Vice President chairs or co-chairs the Conference committee.

Section 1.3. Treasurer. The Treasurer shall maintain bank accounts and records of monies of the organization and report at each board meeting on the financial status and the condition of the organization. The Treasurer’s duties also include, but are not limited to, the following:

• The Treasurer serves and votes on the Executive Board.
• The Treasurer shall keep secure electronic records of GSOLE’s financial transactions.
• The Treasurer serves on the Steering Committee.
• The Treasurer prepares finance reports for the Annual Performance Report and for any official reporting requirements demanded by affiliates or governmental agencies.
• The Treasurer shall perform such other duties as may be assigned by the Steering Committee or Executive Board.

Section 1.4. Secretary. The Secretary shall disseminate information to the Officers and Executive Board, keep and disseminate minutes of each Executive Board meeting, maintain a list of members, and provide updated lists of Officers and Executive Board Members. The Secretary’s duties also include, but are not limited to, the following:

• The Secretary serves and votes on the Executive Board.
• The Secretary shall serve on the Steering Committee.
• The Secretary chairs or co-chairs the Elections Committee.
• The Secretary shall perform such other duties as may be assigned by the Steering Committee or Executive Board.

Section 1.5. Immediate Past President. The Immediate Past Present continues to serve the organization after their presidential term, especially to facilitate continuity in operations.

• The Immediate Past Present serves and votes on the Executive Board.
• The Immediate Past Present shall serve on the Steering Committee.

In the event that the Immediate Past President no longer wishes to remain active in GSOLE’s governance and administration, the Immediate Past President may propose a proxy to be approved by the Executive Board.

Section 1.6. Transfer of powers and duties. During the absence or illness of any Officer of GSOLE or for any other reason that the Executive Board may deem sufficient, the Executive Board may delegate and assign the powers and duties of any officer to any other Officer or to any Executive Board Member.

Section 2. Executive Board oversight. While the officers listed above are charged with taking action in collaboration with other members to advance the GSOLE mission, the Executive Board as a whole defines and refines the mission and approves all major actions and policies developed by Elected Officers. Executive Board approval is required for the following types of actions:

• The public dissemination of statements representing the organization, beyond those entailed in the implementation of programs and initiatives already approved by the Board.
• The establishment of committees, programs, offices, or task forces.
• The establishment of policies and procedures guiding officers, committees, and members.
• Recurring payments of any amount or one-time payments over $500.

The Executive Board also retains the right to review all other actions taken by officers or other members in the name of or on behalf of the organization. This review may entail reversal or rectification of actions taken by officers, committees, or members, as well as reformation of policies and accepted operational procedures.

Section 2.1. Limitations of the Executive Board. Although the Executive Board maintains oversight of all organizational operations, the three Executive Subcommittees identified in Section V.3. below shall routinely direct, review, and check Executive Board actions in order to foster a more sustainable, inclusive, equitable. and ethical organizational culture. The specific purview of each Executive Subcommittee is defined and delimited by Section V.3 below, but they shall collectively be responsible for creating the following policies and guidelines:

• Affiliation, Partnership, and Sponsorship Policies
• A Code of Ethics
• Conflict of Interest Policies
• Privacy and Data Retention Policies
• Service Support (Compensation) Policies
• Whistleblower Policies

Section 2.2. Synchronous meetings of the Executive Board. At the determination of the Steering Committee, the Board shall meet at least quarterly with monthly being preferable. All meetings shall take place through accessible web-conferencing technologies, as approved by the IDEA and the Digital GSOLE Executive Subcommittees (see below). The procedure for approving Executive Board actions in a synchronous meeting shall follow these guidelines:

The order of business shall be determined by the presiding officer (the President, unless the President has delegated this responsibility for a meeting), but may be altered with a motion seconded and approved by a majority in attendance.

New business may be introduced by motion of an Executive Board member if seconded by another. The new business may be tabled until the next meeting if a majority of those present determines other business is more pressing.

A quorum is required to make binding decisions. A majority presence of Executive Board Members shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Incorporation. The act of a majority of the Executive Board Members present at any meeting at which a quorum is present (affirmed by transparent voting following a motion to approve) shall constitute an act of the Executive Board, unless a greater number is required by statute or by-laws. If a quorum is not present at any meeting of Executive Board members, those present may adjourn the meeting by announcing to all other Executive Board members that business was deferred until a quorum could be present.

Section 2.3. Approval of Executive Board actions through asynchronous means. Any member of the Steering Committee may introduce a motion and initiate a vote on a motion outside of synchronous Executive Board meetings by following these procedures:

• A member of the Steering Committee must post the motion on a web space accessible to all Executive Board members through secure authentication. An asynchronous discussion forum shall be created in this space to facilitate discussion on the motion.
• A member of the Steering Committee must introduce the motion to other Executive Board members via each member’s official e-mail addresses. The motion must also be posted on the discussion forum stipulated above.
• Another member of the Executive Board must second the motion on the forum.
• Asynchronous discussion on the motion shall be allowed for no less than three days following the seconding of the motion.
• After three days of discussion, a member of the Steering Committee may call for a vote, announcing via e-mail the creation of a “Voting” thread on the discussion forum.
• Executive Board members shall have 48 hours to vote on the thread. If a majority of the Executive Board votes to approve, then the motion is approved. If a majority votes against the motion, then the motion is denied. If there is neither a majority of votes for nor against the motion, then the motion is tabled until the next synchronous meeting.

Section 2.4. Annual Performance Report. The Executive Board Members of GSOLE shall at least once in each year cause a true statement of the operations and properties of GSOLE for the preceding fiscal year to be made and to be made available, communicated, or otherwise distributed to each member thereof within four months after the end of the fiscal year.

Section 3. Executive Subcommittees. To facilitate collaboration and cultivate specialized talent and knowledge within the organization, the functional responsibilities of the Executive Board shall be distributed among committees and subcommittees. Although the Executive Board may establish a range of committees in the interest of achieving GSOLE’s mission, three subcommittees of the Executive Board shall provide focused operational oversight of all GSOLE’s activities:

Section 3.1. Steering Committee. All Elected Officers (see Section IV.1 above) serve on the Steering Committee. The Steering Committee is charged with taking action to advance the organizational mission as defined by the Executive Board, which may entail proposing policies or other actions for approval by the Executive Board. In addition to the duties assigned to Elected Officers listed above, the Steering Committee is required to do the following:

• Arrange and facilitate regular Executive Board meetings in accordance with the bylaws (Section IV.2.2 above).
• Conduct annual elections as explained in Section IV.3 above.
• Organize and facilitate an Annual Member Gathering no later than May 1 each year, inviting all members of GSOLE to review and provide input on the direction of the organization. The Annual Member Gathering must be accessible through web-conferencing, but may be held onsite in conjunction with another professional event attended by a substantial number of GSOLE members.
• Develop a Pattern of Administration document that summarizes the roles and delegated responsibilities of all appointed officers and committees as intended to be performed in the upcoming year. This document shall be updated annually and approved by the Executive Board no later than August 31 each year.
• Develop a sustainable, mission-supporting annual budget for approval by the Executive Board no later than August 31.

Section 3.2. Inclusion, Diversity, Equity, and Access (IDEA) Committee. As an organization whose mission is grounded in inclusive access to literacy education, GSOLE shall establish a standing committee co-chaired by at least one member of the Executive Board, comprising between five (5) and ten (10) others, either members of the Board or approved by the Board based on a combined competence in IDEA issues and willingness to support others in furthering GSOLE’s mission. This committee shall have the following responsibilities:

• Review the initial round of nominees for each election. The IDEA committee may ask that a new call for nominees be issued to develop a more diverse slate of candidates.
• Recommend appointees, collaborators, and partners to further the organization’s inclusion, diversity, equity, or access.
• Conduct an annual audit of GSOLE’s overall inclusion, diversity, equity, or access, which shall include a report on the committee’s own initiatives and actions.
• Consult with officers and committees upon request regarding IDEA issues to recommend improvements to GSOLE’s inclusion, diversity, equity, or access.

Section 3.3. Digital GSOLE Committee. As an organization whose mission concerns the purposeful and responsible application of online technologies, GSOLE shall establish a standing committee co-chaired by at least one member of the Executive Board and comprising between five (5) and ten (10) others, either members of the Board or approved by the Board based on a combined competence in digital technologies and willingness to develop digital technologies to further GSOLE’s mission. This committee shall have the following responsibilities:

• Establish policies and procedures for using digital technologies to facilitate organizational business in an inclusive, equitable, and accessible manner.
• Establish policies and procedures for maintaining a functional, respectable, and accessible organizational website.
• Establish policies and procedures for publishing and maintaining respectable and accessible digital resources that further GSOLE’s mission to support online literacy education in an inclusive and equitable manner.
• Report annually on the status of GSOLE’s digital assets and technological policies and procedures, making recommendations as well for how GSOLE shall continue to lead the online-literacy-education community as a professional organization.

Section 3.4. Obligations of Executive Subcommittee members. Given the importance of Executive Subcommittees in maintaining organizational operations and advancing GSOLE’s mission, participation on these subcommittees entails particular kinds of service, including, but not limited to, engaging in dialogue with fellow committee members, voting on measures and motions brought before the committee, contributing to productive efforts agreed to by the committee, and generally working to further GSOLE’s mission. When a member of an Executive Subcommittee is unable to perform these duties, others on the same committee may determine by a majority vote (conducted synchronously or asynchronously) that the member may no longer serve on the committee. In which case, a replacement should be recommended in a timely manner and approved by the Executive Board so that committee’s work is not disrupted.

Section 4. Other committees and appointed officers. With approval from a majority of the Executive Board, the President or Executive Board may establish appointed offices, standing committees, ad hoc committees, or task forces, delegating responsibilities to further the organizational mission. Appointed officers and committee chairs do not have a vote on the Executive Board, but they are to be invited to Executive Board meetings as Ex Officio members. Additionally, committee chairs and appointed officers have the following privileges and duties:

• They may bring a motion to the Executive Board for consideration. No second is required to advance discussion on the motion, but advance notice to the presiding officer of the Executive Board is required to ensure time is available within a particular meeting.
• They may act under their own discretion to complete the activities or develop the programs delegated to them, including making expenditures already budgeted by the Executive Board. However, officers and committee chairs are encouraged to consult regularly with others having related purviews to avoid working at cross purposes.
• They must meet synchronously with their committee(s) on a quarterly basis at minimum.
• They must attend Executive Board meetings wherein business related to their purview is discussed.
• They must adhere to limitations or procedural expectations imposed by the Executive Board or any of the Executive Subcommittees mentioned in Article V.4 above, including the Pattern of Administration developed by the Steering Committee.
• They must document and archive work on organizational projects in a manner conducive to sustainability, individual privacy, and operational transparency.
• They must report annually on activities undertaken to complete their charge.

Section 4.1. Obligations of all committee members and appointees. Although any voluntary service is welcomed with gratitude, participation on a committee entails particular kinds of service, including, but not limited to, engaging in dialogue with fellow committee members, voting on measures and motions brought before the committee, contributing to productive efforts agreed to by the committee, and generally working to further GSOLE’s mission. When a member of a committee is unable to perform these duties, others on the same committee may determine by a majority vote (conducted synchronously or asynchronously) that the member may no longer serve on the committee. In the case of appointed officers, the Steering Committee may vote to replace the appointee. Replacements should be recommended in a timely manner and approved by the Executive Board so that committee work is not disrupted.

Section 4.2. Volunteer participation on committees and taskforces. Any active member of GSOLE may volunteer to participate on any committee or task force, including the subcommittees of the Executive Board (see Section IV. above). The chair of the committee may decide whether a volunteer may participate on the committee. In the event that a volunteer GSOLE member has not been allowed by the chair to join a committee, that member may appeal in writing to the Steering Committee to reverse the decision of the committee chair—the decision of the Steering Committee will be considered final unless other information is brought forward to warrant a reconsideration.

ARTICLE V. MISCELLANEOUS PROVISIONS

Section 1. Financial Obligations and Sustainability. GSOLE’s Executive Board shall manage the organization’s financial resources in a manner that protects the assets and interests of GSOLE’s members while also meeting obligations to external entities to which GSOLE is legally bound to remit payment for products and services or report financial performance.

Section 1.1 Tax-exempt status. GSOLE, including all activities incident to its purposes, shall at all times be conducted so as to be an organization described in Section 501(c)(3) of the Code. Notwithstanding any other provisions of these Bylaws, GSOLE shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, (ii) by a corporation, contributions to which are deductible under Section 170(3)(2) of the Code, or (iii) by a nonprofit corporation organized under the laws of the State of Michigan pursuant to the provisions of Act 162, Public Acts of 1982.

Section 1.2 Fiscal year. The fiscal year of GSOLE shall be established by the Executive Board to align with the Steering Committee’s Pattern of Administration and reporting obligations.

Section 1.3 Checks, demands for money, and notes. All checks, demands for money, or notes of GSOLE shall be issued from the bank by the Treasurer or by such other Officer(s) as the Executive Board may designate. The Treasurer is authorized to pay bills for any items approved by the Executive Board, or for non-recurring expenses $500 or less and approved by the Steering Committee. All checks, demands for money, or notes of GSOLE exceeding $5000 shall be signed by the Treasurer and one other person that is an Officer or an Executive Board Member.

Section 1.4. Revenues, expenses, and the General Fund. GSOLE revenue shall come primarily from membership dues, program fees, grants, and private contributions, including sponsorships and donations. Any endowments, grants, sponsorships, or donations given with the express purposes of supporting particular programs or initiatives may only be applied to expenses associated with those programs or initiatives. GSOLE’s Treasurer shall track and report earmarked funds as part of the annual fiscal report, and the annual budget shall account for disbursements from these funds for appropriate expenses paid for separately from those coming out of the General Fund, which accrues from membership dues, program surpluses, and other monies not expressly earmarked for specific purposes.

Section 1.5. Annual budget and Operational Reserves. GSOLE shall maintain an Operational Reserve Account to provide greater financial stability for the organization in case of unexpected revenue shortfalls. The Steering Committee shall take the following actions to build funds in the Operational Reserve to an amount equivalent to or greater than the annual operational budget: a) Any budget surpluses for the year shall be transferred at the end of the fiscal year to GSOLE’s Reserve Account. b) At the start of each fiscal year, 10% of the previous year’s membership dues shall be immediately transferred to GSOLE’s Reserve Account, unless the Reserve Account already has funds greater than the operational expenses budgeted for the upcoming year.

Section 1.6. Disposition of assets upon termination. Upon the termination, dissolution, or winding up of GSOLE, the Executive Board shall, after paying or making provisions for the payment of all liabilities of GSOLE, distribute its assets to not-for-profit charitable or professional organizations that align with GSOLE’s mission.

Section 2. Corporate books. Any books, account records, and minutes of the GSOLE Executive Board meetings, official actions, or committees shall be stored in electronic format in a secure online location accessible to the Steering Committee and any other Officers who use the books to conduct organizational business. GSOLE shall reformat and share select documents or excerpts of the documents upon written request. The conversion shall be done at the expense of the requester, unless that individual is entitled by law to inspect them.

Section 3. Conflicts of interest. These Bylaws shall be subject to and interpreted as incorporating the Conflict of Interest policies adopted by the Executive Board from time to time.

Section 4. Notices of meetings or required actions. All notices of meetings or required actions to be given to members, including Executive Board Members, may be sent by electronic mail to the last address as it appears on the books of GSOLE. Such notice shall be deemed to be given when the notice was mailed or otherwise dispatched. Completion of the required action or attendance at the meeting associated with the notification shall be deemed a waiver of the notification requirement.

ARTICLE VI. AMENDMENTS OF BYLAWS

Section 1. Alteration, amendment, or replacement of Bylaws. These Bylaws may be altered, amended, or repealed or new Bylaws may be adopted, consistent with the provisions of Act 162, Public Acts of 1982 and Section 501(c)(3) of the Code, by the affirmative vote of a majority of the Executive Board Members then in office, given at the annual meeting or at any special meeting, provided that notice of the proposed amendment is included in the notice of such meeting.

Section 2. Complementary policies and procedures. The Executive Board or its designees shall be entitled to adopt procedures further governing GSOLE. These policies and procedures may not contradict or overrule the provisions of these Bylaws.

ARTICLE VII. INDEMNIFICATIONS 

Section 1. Third-Party Suits. To the extent permitted by Arkansas law from time to time in effect and subject to the provisions of this Article VII, GSOLE shall indemnify any persons who were or are party to or are threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of GSOLE) by reason of the fact that they are or were an Executive Board Member, director, Officer, employee, nondirector volunteer or agent of GSOLE, or are or were serving at the request of GSOLE as an Executive Board Member, director, Officer, employee, nondirector volunteer or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit, or proceeding, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of GSOLE or its Executive Board Members, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the persons did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of GSOLE or its Executive Board Members and, with respect to any criminal action or proceeding, had reasonable cause to believe their conduct was unlawful.

Section 2. Suits by or in Right of GSOLE. To the extent permitted by Arkansas law and subject to the provision of this Article VII, GSOLE shall indemnify any persons who were or are a party to or are threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of GSOLE to procure a judgment in its favor by reason of the fact that they are or were an Executive Board Member, director, Officer, employee, nondirector volunteer or agent of GSOLE, or are or were serving at the request of GSOLE as an Executive Board Member, director, Officer, employee, nondirector volunteer or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with the defense or settlement of such action or suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of GSOLE or its Executive Board Members, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such persons shall have been adjudged to be liable for negligence or misconduct in the performance of their duty to GSOLE unless and only to the extent that the court in which that action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the persons are fairly and reasonably entitled to indemnity for those expenses which that court shall deem proper.

Section 3. Indemnification Against Expenses. To the extent that persons who are or were an Executive Board Member, director, Officer, employee or agent of GSOLE, or a director, Officer, employee, nondirector volunteer or agent of any other corporation, partnership, joint venture, trust, or other enterprise with which they are or were serving at the request of GSOLE have been successful on the merits or otherwise in defense of any action, suit, or proceeding preferred to in Sections 1 and 2 of this Article VII or in defense of any claim, issue, or matter therein, they shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection therewith.

Section 4. Determination that Indemnification is Proper. Any indemnification under Sections 1 or 2 of this Article VII (unless ordered by a court) shall be made by GSOLE only upon a determination that indemnification of the persons is proper in the circumstances because they have met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII. That determination shall be made (I) by the Executive Board by a majority vote of a quorum consisting of Executive Board Members who were not parties to that action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or even if obtainable and a quorum of disinterested Executive Board Members so directs, by independent legal counsel in a written opinion.

Section 5. Reimbursement of Expenses. Expenses incurred by any persons who may have a right of indemnification under this Article VII in defending a civil or criminal action, suit or proceeding may be paid by GSOLE in advance of the final disposition of that action, suit, or proceeding as authorized in the manner provided by Section 4 of this Article VII upon receipt of an undertaking by or on behalf of that person to repay that amount unless it shall ultimately be determined that they are entitled to be indemnified by GSOLE pursuant to this Article VII.

Section 6. Bylaws Not Exclusive. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which any persons may be entitled under any bylaw, agreement, vote of disinterested Executive Board Members or otherwise, both as to action in their official capacity and as to action in another capacity while holding their office, except to the extent that any indemnification may be contrary to law. The indemnification provided by this Article VII shall continue as to persons who have ceased to be an Executive Board Member, director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such persons.

Section 7. Insurance. GSOLE may purchase and maintain insurance (and pay the entire premium therefor) on behalf of any persons who are or were an Executive Board Member, director, Officer, employee, nondirector volunteer or agent of GSOLE, or is or was serving at the request of GSOLE as a director, Officer, employee, nondirector volunteer or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against them and incurred by them in any of those capacities or arising out of their status as such, whether or not GSOLE.

Section 8. Merged and Reorganized Constituent Corporations. For the purposes of this Article XII, references to GSOLE include all constituent corporations absorbed by GSOLE in a consolidation or merger, so that any persons who are or were acting as a director, Officer, employee, nondirector volunteer or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provision of this Article VII with respect to GSOLE as they would if they had served GSOLE in the same capacity.

Section 9. Employee Benefit Plans Definitions. For the purposes of this Article VII, “other enterprises” shall include employee benefit plans; “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and “serving at the request of GSOLE” shall include any service as an Executive Board Member, director, Officer, employee, nondirector volunteer or agent of GSOLE which imposes duties on, or involves services by, the Executive Board Member, director, Officer, employee, nondirector volunteer or agent with respect to an employee benefit plan, its participants or beneficiaries; and persons who acted in good faith and in a manner they reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner “not opposed to the best interests of GSOLE or its Executive Board Members” as referred to in this Article VII.

Section 10. Severability. The invalidity or unenforceability of any provision of this Article VII shall not affect the validity or enforceability of the remaining provisions of this Article VII.

Section 11. Former Executive Board Members and Officers. The indemnification provided in this Article continues for a person who has ceased to be an Executive Board Member or Officer and shall inure to the benefit of the heirs, executors, and administrators of the person.

Section 12. Amendment or Repeal of Article VII. No amendment or repeal of this Article VII shall apply to or have any effect on any Executive Board Member or Officer of GSOLE for or with respect to any acts or omissions of the Executive Board Member or Officer occurring prior to such amendment or repeal.