Articles of Incorporation
UNIVERSITY HILLS CIVIC ASSOCIATION
STATE OF LOUISIANA PARISH OF EAST BATON ROUGE
BE IT KNOWN, that on this 5th day of May, 2008, before me, the undersigned Notary Public, duly commissioned and qualified in and for the state and parish aforesaid,
PERSONALLY CAME AND APPEARED the several parties of the full age of majority whose signatures are subscribed hereto, who declared in the presence of the undersigned competent witnesses that, availing themselves of the provisions of Louisiana corporation law, particularly Louisiana Revised Statutes of 1950, Title 12, Sections 201-269, as they may hereafter be amended, they do hereby organize a non-profit corporation under and in accordance with these Articles of Incorporation.
ARTICLE I.
NAME
The name of this corporation is University Hills Civic Association.
ARTICLE II.
NON-PROFIT CORPORATION
This corporation is organized as a non-profit corporation as defined and regulated by Louisiana Revised Statute 12:201, a seq., and Section 501(c)(4) of the Internal Revenue Code and shall make no distribution except as allowed under Section 501(c)(4) of the Internal Revenue Code or corresponding section of any future code.
ARTICLE III.
PURPOSES AND POWERS
This corporation is organized exclusively for the purpose of furthering the common good, general welfare, and interest of the single-family homeowners and property owners in the University Hills Subdivision area and throughout the Parish of East Baton Rouge and thereby bringing about general civic and social improvements. The corporation shall encourage plans and programs calculated to improve the quality of living conditions in the University Hills Subdivision area and Parish of East Baton Rouge and especially the preservation of the character and integrity of single-family residential areas. The corporation shall assist and distribute information in such regard to its members.
The corporation shall not be empowered to participate or intervene in political campaigns on behalf of or in opposition to any candidate for public office. No substantial part of the activities of the corporation shall involve the carrying on of propaganda or otherwise attempting to influence legislation. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities prohibited to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code or corresponding section of any future federal tax code or by a corporate contribution which is deductible under Section 170(c) (2) of the Internal Revenue Code or corresponding section of any future code.
ARTICLE IV.
DUES, INCOME, ASSETS
Each member unit of this corporation shall pay such dues and assessments as may be fixed from time to time by the bylaws and action of the board of directors. The board may establish procedures for determining when a member shall be a member in good standing for purposes of voting entitlements.
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its individual members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and reimburse members for expenses incurred in the furtherance of the purposes set forth in Article III hereof. No officer or directors shall be paid any compensation or salary for services rendered to the corporation.
ARTICLE V.
DISTRIBUTION OF ASSETS ON DISSOLUTION
Upon dissolution of the corporation or inactivity for a period of five years, the assets of this corporation, if any, shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (4) of the Internal Revenue Code or corresponding section of any future code, or to some other local tax-exempt organization existing for a similar public purpose. No part of the assets of the association shall ever be distributed to or used for the benefit of any individual member, trustee, or officer of the association or of any private individual or corporation.
In any case of dispute, the matter shall be submitted to the 19th Judicial District Court to distribute said assets of such organization as the Court shall determine carries out the original purposes and objectives of this corporation as set forth in Article III.
ARTICLE VI.
DURATION
The corporation shall enjoy perpetual existence.
ARTICLE VII.
BASIS OF ORGANIZATION
This corporation shall be organized on a non-stock basis. Membership in the corporation shall be based upon one voting membership for each single-family dwelling unit or lot owned within the single-family residential area or geographical area as developed within limited geographical boundaries as set by the bylaws and as otherwise determined by the bylaws of the corporation from time to time.
ARTICLE VIII.
BYLAWS
The members or directors, by two-thirds (2/3) vote, shall have the power to make, amend, and appeal bylaws to govern this corporation.
ARTICLE IX
REGISTERED OFFICE
The registered office of the corporation is 417 Delgado Drive, Baton Rouge, LA 70808.
The name and address of the registered agent is: Christopher Liddy, 417 Delgado Drive, Baton Rouge, LA 70808.
ARTICLE X.
BOARD OF DIRECTORS
The direction and administration of this corporation shall be vested in the board of directors who shall elect the officers of the corporation. The number of directors and their terms and qualifications shall be specified in the bylaws.
The names and addresses of the first board of directors are as follows:
Christopher Liddy
417 Delgado Drive
Baton Rouge, LA 70808
Michelle Spielman
4709 Newcomb Drive
Baton Rouge, LA 70808
Sharon Collier
505 Polytech Drive
Baton Rouge, LA 70808
George Daniels
4755 Tulane Drive
Baton Rouge, LA 70808
Erick Swenson
628 Centenary Drive
Baton Rouge, LA 70808
Louis Castaing
430 Delgado Drive
Baton Rouge, LA 70808
Robert Benedict
628 Polytech Drive
Baton Rouge, LA 70808
ARTICLE XI.
AMENDMENTS
The Articles of Incorporation may be amended by a vote of two-thirds (2/3) of the property owners present at a meeting called for such purpose after thirty (30) days written notice to all members containing the proposed amendments.
ARTICLE XII
INCORPORATORS
The incorporators of this corporation are:
Christopher Liddy
417 Delgado Drive
Baton Rouge, LA 70808
Michelle Spielman
4709 Newcomb Drive
Baton Rouge, LA 70808
Sharon Collier
505 Polytech Drive
Baton Rouge, LA 70808
George Daniels
4755 Tulane Drive
Baton Rouge, LA 70808
Erick Swenson
628 Centenary Drive
Baton Rouge, LA 70808
Louis Castaing
430 Delgado Drive
Baton Rouge, LA 70808
Robert Benedict
628 Polytech Drive
Baton Rouge, LA 70808
THUS DONE AND SIGNED at East Baton Rouge Parish, Louisiana, on this 5th day of May, 2008 hereinabove set forth in the presence of the undersigned competent witnesses and the undersigned Notary after due reading of the whole.
WITNESSES:
Margaret Fawley
David Fawley
Edgar Stewart Spileman
LA Bar Roll No.: 28766
NOTARY PUBLIC