AMENDED ARTICLES OF INCORPORATIONOFLOUISIANNE PROPERTY OWNERS ASSOCIATION, INC.Before the undersigned duly commissioned and qualified Notary Public, and in thepresence of the undersigned competent witnesses, personally came and appeared thesubscribers hereto, who declared that, availing itself of the provisions of the LouisianaNonprofit Corporation Law (Title 12, Chapter 2, Louisiana Revised Statutes), it doeshereby organize itself, its successors and assigns into a corporation in pursuance of thatlaw, under and in accordance with the following Articles of Incorporation:ARTICLE I- NAMEThe name of this corporation is LOUISIANNE PROPERTY OWNERS ASSOCIATION, INC.hereafter referred to as the "Association".ARTICLE II - OBJECTIVE AND PURPOSESThe objectives and purposes for which the Association is organized and the nature of thebusiness to be carried on by it are stated and declared to be as follows: To associate itsmembership together for their mutual benefit and for the purpose of complying with theDeclaration of Design Standards, Restrictions, and Covenant for Louisianne, a Communityat Hard Times Plantation, (the Declaration), including but without limitation to operateand maintain the Common Property, as defined in the Declaration; to enforce thecovenants, conditions, restrictions, and other provisions set forth in the Declaration, andto enforce the rules and regulations promulgated by the Association in accordance withthe Declaration as the entity for the execution, performance, administration andenforcement of all terms and conditions of the Declaration.3ARTICLE III – DURATIONThe duration of the Association shall be perpetual or such maximum time per as may beauthorized by the laws of the State of Louisiana.ARTICLE IV – MEMBERSThe Association is organized on a non-stock basis, and there shall be only one class ofmembership (except that rights of voting shall be as provided in Article V). Each Owner(as defined in the Declaration) of a Lot/Residence in Louisianne, upon his acquisition of aLot/Residence (as defined in the Declaration), shall automatically become a member ofthe Association and shall remain a member for so long as such Owner remains the Ownerof the Lot/Residence. Such membership shall be mandatory and may not be terminatedby any Owner. No person or entity who holds any type of interest whatsoever in a Lot assecurity for the performance of any obligation may be appointed as a member of theAssociation.ARTICLE V -VOTING RIGHTSThe right and privileges of membership, including the right to vote and to hold office inthe Association, may be exercised by a member, a member's spouse or by proxy, but inno event shall more than one vote be cast for each Lot/Residence, except as providedbelow. When more than one person holds an interest in any Lot/Residence, the vote forsuch Lot/Residence shall be exercised as those Owners of such Lot/Residence themselvesdetermine and advise the Secretary in writing prior to any meeting. In the absence ofsuch advice, the vote appurtenant to such Lot/Residence shall be suspended in the eventmore than one person seeks to exercise it.ARTICLE VI - ADMINISTRATION OF THE ASSOCIATIONUnless and until otherwise provided by the By-Laws, all of the corporate powers of thiscorporation shall be vested in and all of the business and affairs of this corporation shallbe managed by a Board of from three to five directors. The number of directors may beincreased or decreased within these limits by a unanimous vote of the directors. TheBoard of Directors shall have the authority to make and alter By-Laws, subject to thepower of the members to change or repeal the By-Laws so made. The Board of Directorsshall further have the authority to exercise all such other powers and to do all such otherlawful acts and things which this corporation or its members might do, unless prohibitedfrom doing so by applicable laws, or by these Articles of Incorporation by the By-Laws, orby the Declaration. The affairs of the Association shall be administered by the Board ofDirectors in accordance with the Declaration, these Articles of Incorporation, and the By-Laws of the Association. The Articles of Incorporation and the By-Laws may be amendedin the manner set forth or as provided by law; provided that no such amendment shallconflict with the terms of the Declaration and provided that no such amendment.alteration or rescission may be made which affects the right or privileges of any4Institutional Mortgagee without the express prior written consent of the institutionalMortgagee so affected. Any attempt to amend contrary to these prohibitions be of noforce or effect. The general annual meeting of the members for the election of directorsand other business shall be held at a place designated by the current Board of Directorsand shall take place at a date chosen by the Board with fifteen (15) days written notice toall members.ARTICLE VII - SUSPENSION OF MEMBERSHIP RIGHTSNo member shall have any vested right, interest or privilege in or to the assets,functions, affairs or franchises of the Association, or any right, interest, privilege whichmay be transferable, or which shall continue after the member's membership in theAssociation ceases, or while the member is not in good standing. A member shall beconsidered "not in good standing" during any period in which the member is delinquentin the payment of any assessment (as defined in the Declaration), or is in violation of anyprovision of the Declaration, any rules or regulations promulgated by the Association, orthe Traffic Regulations (as defined in the Declaration). All such determinations shall bemade by a majority of the Board of Directors. While not in good standing, the membershall not be entitled to vote or exercise any right or privilege of membership of theAssociation.ARTICLE VIII - WAIVER OF INTERESTED PARTY RESTRICTIONSThis Association shall have authority, to the fullest extent now or hereafter permitted bythe law of the State of Louisiana, or by any other applicable law, to enter into anycontract or transaction (including employment contracts or other relationships) with oneor more of its members, directors or officers, or with any corporation, partnership,limited liability company, association or other organization in which one or more of itsshareholders, members, directors or officers are members, directors or officers herein, orin which they have a financial interest, notwithstanding such relationships andnotwithstanding the fact that the common or interested members, director or officer ispresent at or participates in the meeting of the Board of Directors or committee thereofwhich authorized the contract or transaction and notwithstanding the fact that his ortheir votes are counted for such purpose or are required for approval of thatrelationship. Both common and interested members may be counted in determining thepresence of a quorum at a meeting of the members or Board of Directors, or of acommittee, which authorizes the contract or transaction.ARTICLE IX - LIMITATION ON OFFICER AND DIRECTORY LIABILITYA director or officer of this Association shall not be personally liable to this Association orits members for monetary damages for breach of fiduciary duty as a director or officer,except for liability for any breach of the director’s or officer’s duty of loyalty to thisAssociation or its members, for acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law, or for any transaction from whichthe Director or officer derived an improper personal benefit.5ARTICLE X - MEMBER'S CONSENTSWhenever the affirmative vote of the member is required to authorize or constitutecorporate action, the consent in writing to such action signed only by members holdingthat proportion of the total voting power on the question which is required by law or bythese Articles of Incorporation, whichever requirement is higher, shall be sufficient forthe purpose, without the necessity for a meeting of members.ARTICLE XI – RESTRICTION ON LEASING AND RENTING OF RESIDENCESEach residence in the Louisianne subdivision may be leased for a one-year period during any andeach consecutive ten-year period(s). The nine-year gap between any leases shall begin at the endof each such one-year lease period and continues for the entirety of the nine-year periodthereafter even if the residence becomes owned by one or more subsequent owners. Theproperty owner shall file the lease, which shall contain the beginning and ending dates of the one-year lease, in the conveyance records in the office of the clerk of court for Ouachita Parish,Louisiana, prior to the effective date of the lease and shall immediately provide the association’sproperty manager with a copy of the recorded lease which has been certified by the office of saidclerk of court. There shall be no assignment or subletting of each such lease and, if the leaseshould be terminated prior to the expiration of its one-year term, there shall be no further leasingof the residence during the remainder of the term of each such one-year lease (with the above-mentioned nine-year gap beginning at the end of the lease as if it had been in existence duringthe whole term as originally provided in the lease). Any lease which has already been renewedone or more years continuously for one year each time and, for which, the most recent renewal ispresently effective and is recorded in the above-mentioned conveyance records before the timeof the enactment of this Article may continue to be renewed annually hereafter by the samelessor(s) and lessee(s) with each such future annual renewal being recorded in said conveyancerecords prior to each such annual renewal period. Once these same lessor(s) and lessee(s) are nolonger bound by a renewal lease between themselves, the residence in question falls under thegeneral provisions of the first four sentences of this paragraph and the special leasing provision ofthe fifth and sixth sentences of this paragraph shall no longer be applicable to the lot in question.No other form of leasing or renting of residences is allowed in the subdivision. In addition to theabove provisions of this article,owners cannot lease a residence in the subdivision during the first three years of their ownershipof any particular lot in question. There will be a separate three-year period for each particular lotif the same owner or owners purchase lot at different times. Any or all of each applicable three-year period may be used in the calculation of the associated nine-year period; however, to theextent that any of said three-year period falls after said nine-year period, it also must becompleted prior to said new owner(s) being entitled to enter into a one-yearlease.ARTICLE XII - INCORPORATIONThe names and address of the Incorporator is as follows:LOUISIANNE PROPERTY OWNERS ASSOCIATIONP. O. Box 15375Monroe, LA 71207ARTICLE XIII - INITIAL MATTERSREGISTEREDOFFICE:P. O. Box 15375Monroe, LA71207MAILING ADDRESS: P. O. Box 15375Monroe, LA71207REGISTERED AGENT: George Schaeffer2519 Oak AlleyBlvd.Monroe, LA 71201
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