BYLAWS OF THE SHENANDOAH HOMEOWNERS ASSOCIATION

As amended November 1989

PURPOSE

The purpose of this organization is, as set forth in Article III of the Articles of Incorporation, is to otherwise engage in any lawful activity not prohibited for tax-exempt, non-profit corporations, in particular those activities which shall ensure maintenance of the character and integrity of the single-family residential character of the area represented and improve the overall appearance, security, and quality of life enjoyed therein, to include cooperation with other civic and community organizations in furthering the improvements and developments of the area, consistent with the purposes as set forth in the Articles of Incorporation in ensuring a local government responsive to the needs and welfare of the individual citizens of the area represented, as well as those of East Baton Rouge Parish.

AREA

The area served by this organization shall be the area known as Shenandoah Estates Subdivision.

MEMBERSHIP

Membership shall be on a calendar year basis and shall be limited to one vote for each single-family dwelling unit located within the geographical area defined above, based upon receipt of dues.  Said dues shall be set, from time to time, by the board of directors, and shall be required to have been received at least one month prior to the annual meeting to entitle the single-family unit to its one vote for the election of directors and other matters considered by the general membership at the annual meeting.

VOTING

Each member at the annual meeting shall have one vote, and each director elected shall have one vote.  Written proxies will be accepted, provided that they are filed with the secretary, before the meeting or at the beginning of the meeting at which the proxies will be used.

BOARD OF DIRECTORS

The board of directors shall be comprised of the following:

·       Ten members shall serve staggering two-year terms.  (Five directors shall be elected each year.)

·       One director shall be the outgoing president of the organization and shall serve for one year.

Election of directors shall take place at the annual meeting.  The term of office shall begin upon adjournment of the annual meeting at which they are elected.

The board of directors shall have the power to remove any director who they determine to be inactive.  The board may appoint a director to complete the term of the director who has been removed or resigned, or they may leave the position vacant.  Such action shall require a two-thirds vote of the remaining directors.

OFFICERS

The officers shall be elected by the board of directors at a special meeting called specifically for that purpose.  This meeting is to be held immediately following the annual meeting.

The officers and duties shall be as follows:

·       President – The president shall preside at all meetings, including the board of directors’ meetings, where the president shall be considered the chairman of the board, and otherwise perform all duties incident to the office.

·       Vice President – The vice president shall act on behalf of the president in the president’s absence and shall otherwise assist in zoning and general public affairs.  The corporation may have more than one vice president, upon determination of the board.

·       Secretary – The secretary shall keep the minutes of the meeting, send out notices of meetings and other matters, assist the president in preparing agendas for meetings, and maintain correspondence and membership records.

·       Treasurer – The treasurer shall receive income from dues, donations, and fund-raising efforts, and shall disburse funds in accordance with the determination of the board of directors.  The treasurer shall also maintain a current financial report and ensure compliance with IRS regulations regarding non-profit corporations.

COMMITTEES

The president shall appoint chairmen of the following committees, with the appointee serving until a new president assumes office.  Committee members need not be directors.  The following shall be regular standing committees, with other committees created from time to time as needed:

·       Executive Committee – A policy-making committee consisting of the current officers and the immediate past president.

·       Membership Committee – A committee whose purpose is to increase membership and to organize activities for such purpose.

·       Zoning/Restrictions and Beautification Committee – A committee to monitor all applications to change zoning in the area represented and adjacent thereto and to ensure compliance with recorded deed and subdivision restrictions.

·       Newsletter Committee – A committee to prepare, edit, and publish a periodic newsletter for the corporation.

·       Safety and Security Committee – A committee to participate in the surveillance patrol, neighborhood watch, and other fire and crime preventative measures, and to develop a close working relationship with the law enforcement and fire departments serving the area represented.

·       Nominating Committee – The president shall appoint a nominating committee at least two months prior to the annual meeting to recommend nominees to the board of directors for the following year and to recommend such other committees as required for the conduct of the affairs of the corporation.

Chairmen appointed by the president may select and recruit committee members from the general membership for the purpose of assisting them in their respective undertakings.

MEETINGS

Regular meetings of the board of directors shall be held monthly, on the second Tuesday of each month at 7:00 p.m., or at such other time as the board of directors shall set, with fifteen days notice of any change being required to all directors.  No notice of the regular meetings shall be required once fixed by the board.  Special meetings may be called by the president or by a majority of the board, in which case, reasonable notice shall be given.

The date of the annual meeting shall be the third Monday of September of each year.  Reasonable notice shall be given to the membership by signs, newsletters, or flyers.

ELECTIONS

The nominating committee shall report its recommendations for the board of directors to the membership at the annual meeting.  Additional nominations may be received from the floor.  If more nominations are made than there are director positions, the membership shall vote on each director.

The nominating committee shall report its recommendations for the officers to the board of directors at its special meeting following the annual meeting.  Additional nominations may be received from the board.  If more nominations are made, then the newly elected directors shall elect the officers from those nominations.

An officer or director may be removed for cause by two-thirds vote of the directors present and voting at any meeting of the board of directors at which a quorum is present.  A director who has missed three consecutive monthly meetings, or who otherwise has a record of frequent absences from meetings, or who has not participated in the activities of the corporation, may be removed from the board of directors.  The board of directors shall mail written notice to the officer or director at his address, as it appears on the membership records, giving reasonable notice of the date, time, and place of meeting at which such action is proposed to be taken.  The board of directors may, by majority vote of the directors present and voting, fill any vacancy caused by the death, resignation, removal, or incapacity of an officer or director, or may continue operation with a quorum of the remaining directors.

RULES

Roberts’ Rules of Order, revised, shall govern this organization in all cases, where applicable, and where not inconsistent with these bylaws.

ORDER OF BUSINESS

Any matter of business brought before this association shall be presented to, and acted upon by, the board of directors.  Any motion not acted upon by the board of directors within sixty days can be brought before the general membership at the annual meeting or at a special general membership meeting called for such purpose by a majority of the board of directors.

Unless otherwise stated, the order of business for meetings of the board of directors shall be as follows:

Call to order

Calling of the roll

Reading of the minutes of the previous meeting and proposing them for adoption

Financial report

Announcements and guest speakers

Reports of officers and committees

Unfinished business

New business

Adjournment

QUORUM

A quorum of the board of directors shall consist of a majority of the members of the board.

The vote necessary to transact business at the annual meeting shall be a majority of those present and deemed eligible to vote after due notice has been sent to all membership.

AMENDMENT OF BYLAWS

The bylaws may be amended by a majority vote of the board of directors present and voting at a meeting for which notice has been given thirty days in advance and in which notice the proposed amendment has been stated.

DUES

Dues are set at twenty-five dollars per individual single-family unit per year.  Only those members who are current in payment of dues shall be eligible to vote at the annual meeting, with one vote to be cast per household, and with the membership roll to be closed thirty days prior to the annual meeting.  Dues become delinquent ninety days after the due date, which date will be set by the board of directors, at which time membership is subject to cancellation by the board of directors.

CHECKING AND SAVINGS ACCOUNTS

The board of directors shall be authorized to open such checking, savings, and other accounts as necessary to conduct the financial situations of the corporation, with checks of the corporation requiring signatures of two directors or officers, as designated by the board of directors, as a requirement for expenditure of funds.  A treasurer’s report shall be rendered to the board of directors on a monthly basis, and shall be rendered by the treasurer at the annual meeting of the general membership.

DISSOLUTION OF THE CORPORATION

At such time as a voluntary dissolution of the corporation and distribution of the assets is made, such assets shall be disposed of in accordance with the Articles of Incorporation, consistent with the Internal Revenue Service rulings in regard to non-profit, tax-exempt, corporations.

The foregoing bylaws were presented to the incorporators and initial board of directors at the first meeting held for such purpose, and are hereby certified as being adopted by said board and amended by successive boards of the corporation as evidenced by the signatures of the president and secretary of the corporation subscribed hereto.

Signed by Eldon Ledoux, president, and Danny Edwards, secretary.