BYLAWS OF UNIVERSITY HILLS CIVIC ASSOCIATION
BATON ROUGE, LOUISIANA
The purpose of this organization is as set forth in Article III of the Articles of Incorporation as 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 as well as the properties within the boundaries delineated, 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 development 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 in East Baton Rouge Parish.
The area served by this organization shall be the area defined and recognized by the Parish of East Baton Rouge, Louisiana, as the subdivision of University Hills.
Membership shall be on a calendar year and shall be limited to one vote for each single-family dwelling unit or property owner located within the geographical area defined above, based upon receipt of dues. Said dues shall be set from time to time by the board and shall be required to have been received prior to or at the annual meeting to entitle the single-family unit or lot owner to its one vote for the election of directors and other matters considered by the general membership at the annual meeting.
Each member at general membership meetings shall have one vote, and each director elected shall have one vote. Written or electronic proxies will be accepted provided that they are filed with and verified by the secretary forty-eight (48) hours before the meeting at which the proxies will be used.
5. BOARD OF DIRECTORS
The Board of Directors shall include the officers of the association and shall be elected for a term of two years at the annual meeting, with the term of office to begin on the first day of the month following the annual meeting at which they are elected, except that, for the first year, three of the board members will serve for only one year. The initial Board of Directors shall consist of at least seven directors, but the number elected shall always be an odd number.
Effective June 1, 2009, the number of members of the board shall increase by two, bringing the total number of members to nine.
The Board of Directors shall have the power to remove any director who misses three consecutive meetings and may appoint a director to complete the term of a director who has been removed or who has resigned or may leave the position vacant, with a quorum being a majority of the remaining directors.
The officers shall be elected by the Board of Directors at their first meeting in the month in which the new officers assume office, with the exception that a vice-president/president-elect may be selected to provide for a more efficient succession of officers.
The offices and duties shall be as follows:
President — 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 corporation may have more than one vice-president upon the determination of the board. The executive 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 assistant vice-president shall oversee membership and recordation of membership for determination of voting rights at the annual meeting and shall assist in development of communication between the membership and the other affairs of the area represented.
Secretary — The secretary shall keep the minutes of the meetings, send out notices of meetings and other matters, assist the president in preparing agendas for the 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.
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 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.
Police and Fire Committee — A committee to participate in 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.
Beautification Committee — A committee to oversee maintenance, landscaping and signage at entrance to the neighborhood and common grounds, and develop programs for beautification of the entire area represented.
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.
Regular meetings of the board of directors of the association shall be held no less than semiannually on dates and at times in the months of May and November as determined by the board of directors 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 of the general membership shall be fixed by the Board and shall be set initially for month of May with reasonable notice given to the membership.
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 newly elected directors shall elect the officers of the corporation at the first meeting of the new board after it takes office.
An officer or director may be removed for cause by two-third's 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 the 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.
Robert’s Rules of Order, revised, shall govern this organization in all cases where applicable and where not inconsistent with these bylaws.
11. ORDER OF BUSINESS
Any matter of business brought before the 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 the meetings of the board of directors shall be as follows:
a. Call to order
b. Calling of the roll
c. Reading of the minutes of the previous meeting and proposing them for adoption
d. Announcements and guest speakers
e. Reports of officers and committees
f. Unfinished business
g. New business
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.
13. 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 are initially set at $35 per individual single-family unit or property owner per year. The board of directors may from time to time change the amount of the dues, subject to ratification by the general membership. 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 each single-family dwelling unit or property owner located within the geographical area defined above. 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.
15. 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.
16. DISSOLUTION OF THE CORPORATION
At such time as a voluntary or involuntary 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 is hereby certified as being adopted by said board as evidenced by the signature of the secretary of the corporation subscribed hereto.