Articles of Incorporation…
AMENDED ARTICLES OF INCORPORATION OF LOUISIANNE PROPERTY OWNERS ASSOCIATION, INC. Before the undersigned duly commissioned and qualified Notary Public, and in the presence of the undersigned competent witnesses, personally came and appeared the subscribers hereto, who declared that, availing itself of the provisions of the Louisiana Nonprofit Corporation Law (Title 12, Chapter 2, Louisiana Revised Statutes), it does hereby organize itself, its successors and assigns into a corporation in pursuance of that law, under and in accordance with the following Articles of Incorporation: ARTICLE I- NAME The name of this corporation is LOUISIANNE PROPERTY OWNERS ASSOCIATION, INC. hereafter referred to as the "Association". ARTICLE II - OBJECTIVE AND PURPOSES The objectives and purposes for which the Association is organized and the nature of the business to be carried on by it are stated and declared to be as follows: To associate its membership together for their mutual benefit and for the purpose of complying with the Declaration of Design Standards, Restrictions, and Covenant for Louisianne, a Community at Hard Times Plantation, (the Declaration), including but without limitation to operate and maintain the Common Property, as defined in the Declaration; to enforce the covenants, conditions, restrictions, and other provisions set forth in the Declaration, and to enforce the rules and regulations promulgated by the Association in accordance with the Declaration as the entity for the execution, performance, administration and enforcement of all terms and conditions of the Declaration. 3 ARTICLE III – DURATION The duration of the Association shall be perpetual or such maximum time per as may be authorized by the laws of the State of Louisiana. ARTICLE IV – MEMBERS The Association is organized on a non-stock basis, and there shall be only one class of membership (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 a Lot/Residence (as defined in the Declaration), shall automatically become a member of the Association and shall remain a member for so long as such Owner remains the Owner of the Lot/Residence. Such membership shall be mandatory and may not be terminated by any Owner. No person or entity who holds any type of interest whatsoever in a Lot as security for the performance of any obligation may be appointed as a member of the Association. ARTICLE V -VOTING RIGHTS The right and privileges of membership, including the right to vote and to hold office in the Association, may be exercised by a member, a member's spouse or by proxy, but in no event shall more than one vote be cast for each Lot/Residence, except as provided below. When more than one person holds an interest in any Lot/Residence, the vote for such Lot/Residence shall be exercised as those Owners of such Lot/Residence themselves determine and advise the Secretary in writing prior to any meeting. In the absence of such advice, the vote appurtenant to such Lot/Residence shall be suspended in the event more than one person seeks to exercise it. ARTICLE VI - ADMINISTRATION OF THE ASSOCIATION Unless and until otherwise provided by the By-Laws, all of the corporate powers of this corporation shall be vested in and all of the business and affairs of this corporation shall be managed by a Board of from three to five directors. The number of directors may be increased or decreased within these limits by a unanimous vote of the directors. The Board of Directors shall have the authority to make and alter By-Laws, subject to the power of the members to change or repeal the By-Laws so made. The Board of Directors shall further have the authority to exercise all such other powers and to do all such other lawful acts and things which this corporation or its members might do, unless prohibited from doing so by applicable laws, or by these Articles of Incorporation by the By-Laws, or by the Declaration. The affairs of the Association shall be administered by the Board of Directors 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 amended in the manner set forth or as provided by law; provided that no such amendment shall conflict 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 any 4 Institutional Mortgagee without the express prior written consent of the institutional Mortgagee so affected. Any attempt to amend contrary to these prohibitions be of no force or effect. The general annual meeting of the members for the election of directors and other business shall be held at a place designated by the current Board of Directors and shall take place at a date chosen by the Board with fifteen (15) days written notice to all members. ARTICLE VII - SUSPENSION OF MEMBERSHIP RIGHTS No 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 which may be transferable, or which shall continue after the member's membership in the Association ceases, or while the member is not in good standing. A member shall be considered "not in good standing" during any period in which the member is delinquent in the payment of any assessment (as defined in the Declaration), or is in violation of any provision of the Declaration, any rules or regulations promulgated by the Association, or the Traffic Regulations (as defined in the Declaration). All such determinations shall be made by a majority of the Board of Directors. While not in good standing, the member shall not be entitled to vote or exercise any right or privilege of membership of the Association. ARTICLE VIII - WAIVER OF INTERESTED PARTY RESTRICTIONS This Association shall have authority, to the fullest extent now or hereafter permitted by the law of the State of Louisiana, or by any other applicable law, to enter into any contract or transaction (including employment contracts or other relationships) with one or 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 its shareholders, members, directors or officers are members, directors or officers herein, or in which they have a financial interest, notwithstanding such relationships and notwithstanding the fact that the common or interested members, director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorized the contract or transaction and notwithstanding the fact that his or their votes are counted for such purpose or are required for approval of that relationship. Both common and interested members may be counted in determining the presence of a quorum at a meeting of the members or Board of Directors, or of a committee, which authorizes the contract or transaction. ARTICLE IX - LIMITATION ON OFFICER AND DIRECTORY LIABILITY A director or officer of this Association shall not be personally liable to this Association or its 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 this Association or its members, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or for any transaction from which the Director or officer derived an improper personal benefit. 5 ARTICLE X - MEMBER'S CONSENTS Whenever the affirmative vote of the member is required to authorize or constitute corporate action, the consent in writing to such action signed only by members holding that proportion of the total voting power on the question which is required by law or by these Articles of Incorporation, whichever requirement is higher, shall be sufficient for the purpose, without the necessity for a meeting of members. ARTICLE XI – RESTRICTION ON LEASING AND RENTING OF RESIDENCES Each residence in the Louisianne subdivision may be leased for a one-year period during any and each consecutive ten-year period(s). The nine-year gap between any leases shall begin at the end of each such one-year lease period and continues for the entirety of the nine-year period thereafter even if the residence becomes owned by one or more subsequent owners. The property 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’s property manager with a copy of the recorded lease which has been certified by the office of said clerk of court. There shall be no assignment or subletting of each such lease and, if the lease should be terminated prior to the expiration of its one-year term, there shall be no further leasing of 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 during the whole term as originally provided in the lease). Any lease which has already been renewed one or more years continuously for one year each time and, for which, the most recent renewal is presently effective and is recorded in the above-mentioned conveyance records before the time of the enactment of this Article may continue to be renewed annually hereafter by the same lessor(s) and lessee(s) with each such future annual renewal being recorded in said conveyance records prior to each such annual renewal period. Once these same lessor(s) and lessee(s) are no longer bound by a renewal lease between themselves, the residence in question falls under the general provisions of the first four sentences of this paragraph and the special leasing provision of the 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 the above provisions of this article, owners cannot lease a residence in the subdivision during the first three years of their ownership of any particular lot in question. There will be a separate three-year period for each particular lot if 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 the extent that any of said three-year period falls after said nine-year period, it also must be completed prior to said new owner(s) being entitled to enter into a one-year lease. ARTICLE XII - INCORPORATION The names and address of the Incorporator is as follows: LOUISIANNE PROPERTY OWNERS ASSOCIATION P. O. Box 15375 Monroe, LA 71207 ARTICLE XIII - INITIAL MATTERS REGISTERED OFFICE: P. O. Box 15375 Monroe, LA 71207 MAILING ADDRESS: P. O. Box 15375 Monroe, LA 71207 REGISTERED AGENT: George Schaeffer 2519 Oak Alley Blvd. Monroe, LA 71201
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