bylaws

By-Laws of Louisianne Property Owners Association, Inc. Article I — Name The affairs of the Association shall be conducted using the name Louisianne Property Owner’s Association, Inc. All capitalized terms used shall be deemed to have those meanings assigned in the Declaration of Design Standards and Covenant for Louisianne on record in Book 1894, 2243, 2374, Pages 839, 647 and 225 respectively, in the office of the Clerk of Court of Ouachita Parish, Louisiana. Article II - Offices The Association may maintain offices at such places as the Board of Directors may from time to time designate or as the affairs of the Association may require. Article III - Association Membership and Purpose Membership — Every Owner of a Lot/Residence in the Louisianne Neighborhood shall have a membership in the Association. Membership may not be separated from ownership of any Lot/Residence, and the ownership of a Lot/Residence shall be the sole qualification for such membership. In the event the legal and equitable fee title to a Lot/Residence is transferred or otherwise conveyed, that membership in the Association shall automatically pass to the transferees The foregoing is not intended to include Mortgages or any other person who holds an interest merely as security for the performance of an obligation, and the giving of a security interest shah not terminate an Owner's membership in the Association. No Owner; whether one or more than one person} shall have more than one membership per Lot/Residence. The rights and privileges of membership, including the right to vote and to hold office in the Association, may be exercised by a member or member’s spouse, but in no event shall more the one vote be cast or more than one office held by each Lot/Residence. When more than one person holds an interest in any Lot/Residence, the vote for such Lot/Residence, shall be exercised as those Owner’s of the Lot/Residence themselves determine and advise the Property Manager of the Association prior to any meeting. In the absence of such advice, the vote shall be suspended in the event more than one person seeks to exercise it. The voting weight for each Lot/Residence is equal and each Lot/Residence shall have one vote. — The Association is formed to own the Common Property of Louisianne, provide for the maintenance, control and preservation of Louisianne and promote the relevant interests of the Owners of the Lots/Residences in Louisianne. Article IV- Meetings of Members - Written notice of the annual meeting of the Association, as well as any other meeting, shall be sent to all members not less than fifteen (15) days nor more than forty-five (45) days in advance of such meeting. With respect to annual meetings, the presence of members or proxies entitled to cast over fifty-one percent (51%) of all votes of the Association shall constitute a quorum. in the event of the absence of a quorum at the meeting, another meeting may be called subject to the same notice requirement. The required quorum at the subsequent meeting shall be the presence in person or by proxy of members having one-third (1/3) of the total votes of the Association. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. — Special meetings of the Members may be called by the President, a majority of the Board of Directors, or by a written request of fifteen (15%) percent of the Members entitled to vote. Notices of a special meeting must contain a statement of the purpose for which the meeting is called, and no other business may be transacted at that meeting. Informal Action — Any action required by law to be taken at the meeting of the Members, or any action that may be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Members entitled to vote with respect to the subject matter. Proxies — At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. — As to any matter requiring approval and vote of the Members, including but not limited to the election of Directors or officers, such election or vote may be conducted by mail, using ballots, or in such other manner as the Board of Directors shall determine. Article V — Board of Directors Composition — The affairs of the Association shall be governed by the Board of Directors of not less than three nor more than five directors. Election of Board of Directors — Directors shall be elected annually by the Members at the annual meeting of Members for one (1) year terms. Removal of Directors — Any director may be removed without cause, by vote of two-thirds of the directors then in office Resignation — Any director may resign at any time by giving written notice to the Board of Directors or the President of the Board. A resignation shall be effective when written notice is delivered, unless the notice specifies a later effective date. Powers and Duties — The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association as delegated by the Owners, unless such powers and duties conflict with the law, the Declaration, or the Articles of Incorporation of the Association, or these By-Laws. The powers and duties shall include but not be limited to the following: 1. Operation, care, upkeep and maintenance of the Common Property. 2. Determination of the amount of funds required for operation, maintenance and other affairs of the Neighborhood. 3. Collection of the assessments and common charges from the Owners. 4. Employment and dismissal of personnel necessary for the efficient maintenance and operation of the Association. 5. Adoption and amendment of rules and regulations covering the details of the operation of the Association. 6. Opening of bank accounts on behalf of the Association and designating the signatories required. 7. Obtaining insurance for the Association property, pursuant to the provisions of the Declaration and these By-Laws. 8. Making repairs, additions and improvements to, alterations of, the Association property, in accordance with the provisions of the Declaration. 9. Appointment and dismissal of members of the Architectural Review Committee which shall be composed of at least three (3) members and not more than five (5) members. Manager — The Board of Directors may employ a manager for the Association at a compensation to be established by the Board of Directors, The Board of Directors may delegate to the manager all of the powers granted to the Board of Directors by the Declaration and by these By-Laws other than the powers set forth in numbers (2), (5), (7), and (8) as described above in Powers and Duties. Regular Meetings — Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the members of the Board of Directors. At least three (3) meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each director by mail or e-mail at least three (3) business days prior to the day named for the meeting. Special Meetings — Special meetings of the board of Directors may be called by the President on three (3) business days' notice to the directors, given by mail or e-mail. The notice shall state the time, place and purpose of the meeting. Notice — The Board of Directors must be given seven (7) days' notice and the stated purpose of a meeting in which any of the following are to be discussed: 1. Removal of a Director. 2. Amend the By-Laws. 3. Amend the charter (other than a charter amendment to: (a) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State (b) change the address of the principal office of the Association (c) change the corporate name by substituting the word "corporation", "incorporated", 'company", "limited", or the abbreviation "corp.", "inc.", or "ltd". 4. Approve a transaction in which a Director or officer of the Association has a conflict of Interest, 5. Authorize the indemnification of a Director, employee, or agent of the Association, 6. Approve a plan of merger, approve a sale, lease, exchange, or other disposition of all or substantially all of the Association's assets other than in the regular course of activities, 7. Approve a dissolution of the Association. Waiver of Notice — Any director may, at any time, waive notice of any meeting of the Board of Directors in writing, and the waiver shall be deemed equivalent to the giving of such notice. Quorum of Board of Directors — If two-thirds (2/3) or more of the Directors are present at a meeting of the Board of Directors, a quorum shall be considered to be present. A majority vote of the Directors represented at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting to a specific future time. At any such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice. Fidelity Bond — The Board of Directors may obtain adequate fidelity bonds for such officers and employees of the Association handling or responsible for Association funds. The premiums of such bonds shall constitute a common expense. Telephone Board and Committee Meetings— Members of the Board of Directors, or of any committee of the Board of Directors, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting, and the participation in such a meeting shall constitute presence in person at a meeting. Reliance Upon Information, Opinions, Reports or Statements—To the full extent allowed by law, a member of the Board of Directors, or a member of any committee of the Board of Directors, shall, in the performance of his duties, be protected in relying in good faith upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared by or presented by, (a) one or more officers or employees of the Association whom the Director reasonably believes to be reliable and competent in the matters presented; (b) a committee of the Board of Directors of which he is not a member if the Director reasonably believes the committee merits confidence. Article VI — Officers Designation — The principal officers of the Association shall be the President, the Vice-President, the Secretary, and the Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may elect such other officers or appoint committees as in its judgment may be necessary. Election of Officers — Officers shall be elected annually by the Board of Directors. In the event of death, resignation, or disability of an Officer, his successor may be elected at any regular meeting of the Board of Directors called for such a purpose. Removal of Officers - Any officer may be removed by a vote of the majority of the Board of Directors, either with or without cause, and his successor may be elected at any regular meeting of the Board of Directors, or any special meeting of the Board of Directors called for such a purpose. Resignation - Any officer may resign at any time by delivering notice to the Association. Such a resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. Reliance Upon Information, Opinions, Reports or Statements —To the full extent allowed by law, an officer of the Association shall, in the performance of his duties, be protected in relying in good faith upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by, (a) one or more officers or employees of the Association whom the officer reasonably believes to be reliable and competent in the matters presented: or (b) legal counsel, public accountants, or other person the officer reasonably believes are within the person’s professional or expert competence. President — the President shall be the chief executive officer of the Association. He shall preside at all meetings of the Home Owners and of the Board of Directors. He shall have all of the general powers and duties which are incident to his office and shall perform all of the duties assigned by the Board of Directors. Vice-President — The Vice-President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-President is able to act, the Board of Directors shall appoint some other member of the Board of Directors to act in the place of the President on an interim basis. The Vice-President shall also perform such other duties as shall from time to time be assigned to him by the President or the Board of Directors. Secretary - The secretary shall keep the minutes of all meetings of the Home Owners and of the Board of Directors. He shall be in charge of such books and papers as the Board of Directors may direct, shall give notice in conformity with these By-Laws of any and all meetings, and shall also perform alt other duties assigned to him by the Board of Directors. Treasurer — The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account and for the preparation of alt required financial statements, including an itemized record of alt receipts and expenditures, as well as a separate account for each Lot which shall indicate the name and address of the Owner, the amount of each assessment for expenses against such Lot, the date when due, the amount paid, and the balance remaining unpaid. He shall be responsible for the deposit of all moneys and other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Board of Directors, and he shall, in general, perform all other duties assigned to him by the Board of Directors. Agreements, Contracts, Deeds, Checks, Et. Cetera — All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by any two (2) officers of the Association or by such other person or persons as may be designated by the Board of Directors. Compensation of Directors and Officers — No Directors or Officers shall receive any compensation from the Association for acting as such. Article VII - Operation of Property Computation of Annual Assessments — It shall be the duty of the Board of Directors, at least thirty (30) days prior to the Association's annual meeting, to prepare a budget covering the estimated Common Expenses during the coming year. The budget shall include a capital contribution or reserve account necessary for the capital needs of the Association. The Board shall cause the budget and the proposed total of the annual assessments to be levied against Lots/ Residences for the following year to be delivered to each Owner at least fifteen (15) days prior to such meeting. The total annual assessments shall be divided among the Lots equally. The budget and the annual assessments shall become effective unless disapproved at the annual meeting by a vote of a majority of the votes of the Owners who are voting in person or by proxy at the meeting. It shall require a vote of at least 51% to disapprove the budget. In the event the proposed budget is not approved or the Board fails for any reason to determine the budget for the succeeding year, then and until such time as a budget shall have been determined, the budget and annual assessments in effect for the current year shall continue in effect until a new budget shall have been approved. If any budget at any time proves inadequate for any reason, then the Board may call a meeting of the Association for the approval of a special assessment. The Common Expenses to be funded by the annual assessments may include, but shall not necessarily be limited to the following: 1. management fees and expenses of administration, including legal and accounting fees and insurance premiums; 2. utility charges for utilities serving the Common Areas. 3. the expenses of maintenance, operation, and repair of those portions of the common Areas and perimeter brick walls, which are the responsibility of the Association under the provisions of the Declaration. 4. ad valorem real and personal property taxes assessed and levied against the Common Areas, if any. 5. the expenses of recreational, cultural, or other related programs for the benefit of the Owner and their families. 6. such other expenses as may be determined from time to time by the Board of Directors of the Association to be Common Expenses, including without limitation taxes and governmental charges not separately assessed against Lots. 7. the establishment and maintenance of a reasonable reserve fund a. for inspections, maintenance, repair, and replacement of those portions of the Common Areas which are the responsibility of the Association b. to cover emergencies and repairs required as a result of causalities which are not funded by insurance proceeds c. to cover unforeseen operation contingencies or deficiencies arising from unpaid assessments or liens, as well as from emergency expenditures and other matters all as may be authorized by the Board of Directors, Special Assessments — In addition to the annual assessments, the Association, acting through the Board of Directors may levy in any assessment year special assessments for Common Expenses, applicable to that year only. At a meeting called for the purpose of discussing the assessment, it may be disapproved by fifty-one percent of the votes of the Owners who are voting in person or by proxy. The Board of Directors may make such special assessments payable in installments over a period which may extend beyond the fiscal year which it was adopted. Individual Assessments — Any expenses of the Association occasioned by the conduct of less than all of the Owners or by the family, guests, or tenants of any Owner shall be specially assessed against such Owners and their respective Lots/Residences. The individual assessments shall be levied by the Board of Directors and the amount and due date of the assessment levied shall be specified by the Board. Liens — All sums assessed against any Lot/Residence pursuant to the Declaration and/or these By-Laws, together with court costs, reasonable attorney’s fees, late charges, and interest shall be secured by an equitable charge and continuing lien on the Lot/Residence in favor of the Association. Effect of Non-Payment: Remedies of the Association — Any assessments or portions which are not paid when due shall be delinquent. Once any assessment or any portion has become delinquent, the Association may file a notice of lien in the land records of Ouachita Parish in a manner provided by law. Any assessment delinquent for a period of more than ten (10) days after the date when due shall incur a late charge in an amount as may be determined by the Board and shall also commence to accrue simple interest at the rate to be determined by the Board of Directors. A Lien and equitable charge as provided for each assessment shall attach simultaneously as the same shall become due and payable. If an assessment has not been paid within thirty (30) days, the entire unpaid balance of the assessment may be accelerated at the option of the Board and be declared due and payable in full. The continuing lien and equitable charge of the assessment shall I include the late charge established by the Board of Directors, interest on the principal amount due, all costs of collection (including reasonable attorneys' fees and court costs), and any other amounts provided or permitted by law. In the event the assessment remains unpaid after sixty (60) days from the original due date, the Association may, as the Board determines, institute suit to collect the amounts due and to foreclose its lien. The equitable charge and lien provided shall be in favor of the Association, and each Owner, by acceptance of a deed or other conveyance to a Lot/Residence, vests in the Association and its agents the right and power to bring all actions against him personally for the collection of such assessments as a debt and/ or to foreclose the lien in the manner provided in the Declaration, The Association shall have the power to bid on the Lot/Residence at any foreclosure sale and to acquire, hold, lease, mortgage, and convey the same. No Owner may waive or otherwise escape liability for the assessments provided for, including non-use of the common areas or abandonment of his Lot/Residence. An Owner shall remain personally liable for assessments; interest, and late charges which accrue prior to sale, transfer, or other conveyance of his Lot. Certificate — The Treasurer, an Assistant Treasurer, or Manager of the Association shall, within ten (10) days of a written request and upon payment of such fee as is determined by the Board of Directors, furnish to any Owner or the Owner's Mortgagee, a certificate in writing signed by the Treasurer, Assistant Treasurer, or Manager setting forth whether the assessments for which the Owner is responsible have been paid. If the assessment has not been paid, the statement should include the outstanding amount due, all fines, accrued interest, and other penalty charges. The certificate shall be conclusive evidence of payment or non- payment of any assessments stated. Date of Commencement of Annual Assessments —The annual assessments provided for shall commence on the date that the Lot/Residence is conveyed to a Person. Article VIII — Arbitration Arbitration — Any disputes or controversies among Owners arising under these By-Laws or under the Declaration shall be submitted to the Board of Directors for decisions. The Board of Directors is required to issue its decision on such matters within thirty (30) days after the controversy or dispute is submitted by any Owner. The submissions of any such dispute or controversy to the Board of Directors shall be an express condition precedent to the institution of any legal action or proceeding. Article IX — Record Records and Audits — The Board of Directors shall keep detailed records of the actions of the Board of Directors, minutes of the meetings of the Board of Directors, minutes of the meetings of the Lot Owners, and financial records and books of account of the Association, including a chronological listing of receipts and expenditures, as well as a separate account for each Lot which shall indicate the name and address of the Lot Owner, the amount of each assessment for common expenses against the Lot, the date when due, the amounts paid, and any remaining unpaid balance. An annual report of the receipts and expenditures of the Association shall be presented by the Board of Directors to all Lot Owners, and to all Mortgagees of Lots who have requested such annual report, promptly after the end of each fiscal year. Article X — Miscellaneous Invalidity —The invalidity of any part of these By-Laws shall not impair or affect in any manner the validity or enforceability, or affect the balance of these By-Laws, or the intent of any provision thereof. Waiver — No restriction, condition, obligation, or provisions contained in these By-Laws shall be deemed to have been abrogated or waived by reason of any failure to enforce it, irrespective of the number of violations or breaches which may occur, Article XI — Amendments to the By-Laws Amendments to the By-Laws - These By-Laws may be modified or amended by the vote of two-thirds (2/3) of the total authorized votes for all Lots at a meeting of Lot Owners called for such purpose. The notice of such a meeting must be mailed to all Lot Owners at least ten (10) days prior to the scheduled date for the meeting and the notice must set forth the proposed amendment. No amendment shall be effective until approved and recorded in the office of the Clerk of Court of Ouachita Parish, Louisiana. Article XII— Indemnification of Officers, Directors, Employees and Agents General — The Association shall have the power to indemnify any person authorized by the Louisiana Non-Profit Corporation Law, as the same may be amended from time to time in the manner prescribed. Indemnification Not Exclusive — To the extent permitted by the Louisiana Non-Profit Corporation Law, the right of indemnification provided in this Article XI shall be in addition to any rights to which any such director, officer, employee, or other person may otherwise be entitled by contract or as a matter of law. Insurance — The Association has and shall have the power by action of the Board of Directors to purchase and maintain insurance on behalf of any person who is or was director, officer, employee, or agent of the Association from and against any liability asserted against him or incurred by him in any such capacity or arising out of his status as a director, officer, employee, or agent, whether or not the Association would have the power to indemnify him against such liability.