AMENDED AND RESTATED BYLAWS OF THE

SHENANDOAH HOMEOWNERS  ASSOCIATION, LTD

ARTICLE I  -  PURPOSE

The purpose of The Shenandoah Homeowners Association, LTD. shall be as set forth in Article II of the Articles of Incorporation. The Organization shall operate exclusively to promote the social welfare of the residents and property owners of Shenandoah Estates subdivision and is otherwise authorized to engage in any lawful activity not prohibited by and consistent with its tax-exempt or non-profit status.  The Organization shall conduct activities for the purposes of maintenance of the character and integrity of the single-family residential area represented and improve the overall appearance, security, and quality of life enjoyed therein.  The Organization shall seek cooperation from 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 to ensure 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.

ARTICLE II  -  AREA

The area served by the Organization shall be the area known as Shenandoah Estates Subdivision, filings 1 – 30 of the subdivision as shown on the various maps recorded in the public records of East Baton Rouge Parish.

ARTICLE III  -  MEMBERSHIP

The owners of immovable property in the area set forth in Article II, shall be eligible for Membership in the Organization.  Membership shall be determined on a calendar year basis based upon receipt of dues.

ARTICLE IV -  VOTING

Each Membership in good standing 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.

ARTICLE V  -  BOARD OF DIRECTORS

Section 1. The Board of Directors shall be comprised of individuals who have Memberships in good standing.  The eleven Director Positions shall be:

Ten Directors shall serve staggering two-year terms. (Five Directors shall be elected each year.)

The Immediate Past President of the Organization who shall serve as a Director for one year.  Should the immediate Past President be unable or unwilling to fill this Director position, the Board of Directors may appoint an individual with a Membership to fill the unexpired term of this position.

Section 2. Election of Directors shall take place at the Annual Membership Meeting for a term of office beginning upon adjournment of the Annual Membership Meeting at which they are elected.

Section 3. The Board of Directors shall declare the position of any Officer or Director vacant, if any Officer or Director:

1) resigns or dies;

2) is interdicted or incompetent;

3) is adjudicated as bankrupt;

4) is incapacitated by injury or illness for a period of six months or longer;

5) no longer meets the qualifications set forth in these Bylaws;

6) does not accept the position in writing or attend any Board meeting within 60 days of being elected;

7) fails to attend three consecutive meetings; or

8) fails to fulfill any requirements in these Bylaws.

The Board of Directors shall mail written notice to the Officer or Director at the Officer’s or Director’s address as it appears on the membership records, giving reasonable notice of the date, time, and place of the meeting at which, such action is proposed to be taken.

Section 4. Any vacancy in on the Board of Directors shall be filled for the remainder of the unexpired term by the majority vote of the Membership present and eligible to vote as defined by Article IV at a special meeting called for that purpose. In the event a quorum of the Membership is not present and represented at the special meeting to fill the vacancy, the Board of Directors shall fill the vacancy by a majority vote.

ARTICLE VI  -   OFFICERS

Section 1. The Officers shall be Directors elected by the Board of Directors at a special meeting called specifically for that purpose. This meeting is to be held at the next scheduled meeting following the Annual Membership Meeting.  The Officers and duties shall be as follows:

• President – The President shall preside at all meetings, including meetings of the Board of Directors and shall be considered the chair 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.

• 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 the Organizations tax-exempt status under Section 501(c)(4) of the Internal Revenue Code.

Section 2.  All Directors including Officers shall serve without compensation.

Section 3. Any vacancy in an Officer position shall be filled by a majority vote of the Board of Directors.

ARTICLE VII -  COMMITTEES

Section 1. The President shall appoint chairmen of the following committees, with the appointee serving until a new President assumes office. 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 work with SECPID to coordinate 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 Membership 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 Organization.

Section 2. Committee Chairmen appointed by the President may select and recruit committee members from the Membership for the purpose of assisting them in their respective undertakings.  At least two members of each committee shall be Directors.

ARTICLE VIII -   MEETINGS

Section 1. Regular meetings of the Board of Directors shall be held at least six times annually, on the second Tuesday of the month at 6:30 p.m. or at such other time as the Board of Directors shall set.  Such regular meetings are open to the Membership and to invited guests approved by the Board of Directors.  Special meetings may be called by the President or by a majority of the Directors, in which case, reasonable notice shall be given to the Directors.

Section 2. The date of the Annual Membership Meeting shall be the third Monday of September of each year. Notice of the date, time and place of each Membership Meeting shall be given to the Membership at least ten and not more 60 days prior to the meeting by signs, newsletters, fliers, or other electronic means. In the event conducting a meeting on the third Monday of September is impractical, the Board of Directors shall prior to the end of the calendar year select an alternate date for the Annual Membership Meeting.

Section 3. Meetings in person are always preferred over meetings via electronic means.  The Executive Committee may by majority elect to conduct any meeting of the Board of Directors by electronic means if such serves the interests of the Organization.

Section 4. If business cannot be conducted at a meeting of the Membership due to a lack of a quorum determined by the number of Members present and those deemed eligible to vote as defined in Article IV, a majority of the Membership present may vote to adjourn the meeting to another time and place. Notice of the meeting shall be issued in accordance with these Bylaws. The Members present and those deemed eligible to vote as defined in Article IV at the second meeting, even if less than a majority of the Members, shall nevertheless constitute a quorum for all purposes, including the election of Directors and the amendment of the Article of Incorporation, Bylaws, or dissolution of the Organization.

ARTICLE IX  -  ELECTIONS

Section 1. 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. The Board of Directors shall be elected by a majority of the Membership present and those deemed eligible to vote as defined in Article IV.

Section 2. The Nominating Committee shall report its recommendations for officers of the Board of Directors at the first meeting of the Board of Directors following the Annual Membership Meeting. Additional nominations may be received from Directors. The Directors shall elect the Officers from the list of nominees.

ARTICLE X -  RULES

Roberts’ Rules of Order, Newly Revised 11th Edition, shall govern this Organization in all cases, where applicable, and where not inconsistent with these Bylaws.

ARTICLE  XI -   ORDER OF BUSINESS

Section 1.  Any matter of business to be brought before the Organization shall be presented to, and acted upon by, the Board of Directors. Any matter not acted upon by the Board of Directors within sixty days of receipt by the Secretary may be brought before the Membership at the Annual Membership Meeting or at a special general Membership meeting called for such purpose by a majority of the members of the Board of Directors.

Section 2. 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 from the previous meeting and proposing them for adoption

Financial Report

Announcements and Guest Speakers

Reports of Officers and Committees

Unfinished Business

New Business

Adjournment

ARTICLE  XII -  QUORUM

Section 1.  A quorum of the Board of Directors shall consist of a majority of the Directors.

Section 2. A quorum of the Membership at the Annual Membership Meeting or any meeting of the Membership shall consist of representatives of a majority of the Membership present in person or by proxy and deemed eligible to vote as defined in Article IV.

ARTICLE   XIII  -   AMENDMENT OF BYLAWS

The Bylaws may be amended by a majority vote of representatives of the Membership present in person or by proxy and deemed eligible to vote as defined in Article IV at a meeting for which notice has been given thirty days in advance of the proposed amendments.

ARTICLE XIV  -  DUES

Section 1.  Dues are set at Thirty dollars per Membership per year. The dues amount may be set, from time to time, in an amount determined by the Board of Directors.

Section 2. Only Memberships with current paid dues shall be eligible to vote.  Each Membership shall be entitled to one vote.

ARTICLE  XV  -   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 business of the Organization, with payments requiring authorization of two Directors 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 at the Annual Membership Meeting.

ARTICLE  XVI  -  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 applicable Internal Revenue Service rulings and the Laws of the State of Louisiana.

ARTICLE XVII – SEVERABILITY

In the event any court of competent jurisdiction declares any section or sections of these Bylaws null, void or unenforceable for any reason, then that section or sections shall be considered deleted from the Bylaws and the remaining section or sections shall continue in full force and effect.

CERTIFICATION

In accordance with Article X of the Articles of Incorporation of the Shenandoah Homeowners Association, LTD, the foregoing Amended and Restated Bylaws were approved by a majority vote of representatives of the Membership present in person or by proxy and deemed eligible to vote as defined in Article IV at a meeting held on August 13, 2024 for which notice of the proposed amendments was given 30 days in advance.

_________________________________________

Beth Hirschey, Secretary

Text...