Articles & Bylaws
Any person may become a member by acquiring record ownership of a lot in Frenchman’s Bend Subdivision, Ouachita Parish, Louisiana; provided, however, that the Developer has executed and recorded a “Notice of Addition” adding the subject property to said subdivision.
BOARD OF DIRECTORS
The board of directors shall exercise general supervision over the affairs of corporation, and discharge all duties incident to the office, or required by law.
The business and property of this corporation shall be managed and controlled by the board of directors except where the bylaws specifically require action by the members.
The members shall elect directors at their annual meeting.
MEETINGS OF DIRECTORS
The regular meetings of the directors shall be held in the principal office of the corporation, immediately after adjournment of the annual meeting of members and also monthly, provided, that the board of directors may, from time to time, change the date and place of the monthly meetings, adopted by resolution. Special meetings of the board of directors may be held at the principal office of the corporation or any other place as the board of directors shall designate. A special meeting may be called by the president, or in his or her absence, by the vice-president, or by a majority of members of the board. Notice of all regular and special meetings shall be mailed to each director by the secretary at least 15 days prior to the time of meeting or the secretary may fax, e-mail or telephone 48 hours prior to the meeting. Attendance at any meeting shall constitute waiver of any required notice. A majority of the board shall constitute a quorum for the transaction of business at any regular or special meeting of directors, but if less than a quorum is present, a majority of those attending at any regular or special meeting, may adjourn the meeting to a future date.
ACTION BY BOARD OF DIRECTORS WITHOUT MEETING
Any document or resolution of the directors, if signed by three-fourths of the directors will be as binding on the corporation as though passed at a regular meeting or a special, or annual meeting or adjourned meeting of directors.
NUMBER OF DIRECTORS
The board of directors shall consist of nine (9) directors. At the annual meeting of members in May 2000, three (3) Directors shall be elected for one (1) terms, three (3) Directors shall be elected for two (2) year terms and three (3) Directors three (3) shall be elected for three (3) year terms. Thereafter, only three (3) Directors shall be elected at each annual meeting and they shall be elected for three (3) year terms.
POWERS OF BOARD OF DIRECTORS IN GENERAL
The board of directors, in addition to the powers conferred by these bylaws, shall have the right to exercise any power and do any acts as may be exercised by the corporation, subject to the statutes of the State of Louisiana and to the provisions of the Articles of Incorporation and the bylaws of the corporation.
Without prejudice to the general powers conferred and the other powers conferred by statute, by the Articles of Incorporation and by these bylaws, it is expressly declared that the Board of Directors shall have the following powers:
To appoint and employ, and at its discretion to remove and suspend, any officers, managers, subordinate managers, assistants, clerks and agents as it may choose, and to determine and fix their duties, and to fix and change their salaries and emoluments, and to require security in the instances and amounts it may determine, and to confer by resolution upon any officer of the corporation the right to choose, remove or suspend all subordinate officers or agents and to fix and change their salaries;
To determine who shall be authorized to sign on the corporation’s behalf bills, receipts, endorsements, checks, releases, contract and documents;
To provide for the management of the affairs of the corporation in any manner as it may think fit, and to delegate any of the powers of the board of directors to any committee, officer or agent, except (1) the power to alter or amend these bylaws, (2) the power to elect directors and (3) the power to fill vacancies in the membership of the board of directors;
To appoint any persons to be the agents of the corporation;
To employ attorneys, CPA’s and other professionals.
POWER TO ELECT OFFICERS OF CORPORATION
The directors shall elect officers of the corporation at a directors’ meeting following each annual meeting of members. The officers of the Corporation shall be chosen by the Directors and shall be a President, a Secretary and a Treasurer. The Directors may elect one or more Vice Presidents. Any two (2) offices may be held by one person, except for the offices of President and Secretary.
The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
The salaries if any of all officers and agents of the Corporation shall be fixed by the Board.
The officers of the Corporation shall hold office at the pleasure of the Directors.
The President shall be the Chief Executive Officer of the Corporation; he shall preside at all meeting of the shareholders, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. If a Chairman of the Board of Directors has not been elected, the President, if a Director, shall preside at all meetings of the Board.
The Vice President (if any), in the order of their seniority, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the President or the Board of Directors shall prescribe.
The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer.
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
HOW TO FILL VACANCY IN BOARD OF DIRECTORS
Vacancies in the board of directors may be filled by the remaining directors at any regular or special directors’ meeting, but the director selected shall hold office only until the next annual meeting of the members when a successor shall be elected by the members.
DUES, ASSESSMENTS, ADMISSION AND TRANSFER FEES
Dues of all members shall be $100.00 payable annually on July 1 in each year, and shall be delinquent if not paid by September 1. Any member in default in the payment of dues shall be suspended from all privileges of membership, and if, after delinquent notice, sent by Certified Mail Return Receipt Requested, the default is not cured within a period of 30 days the board of directors shall cause a lien to be filed in accordance with the covenants and restrictions affecting Frenchman’s Bend Subdivision.
Prior to July 1, a request for payment of dues shall be sent to each member by regular mail. Notice of delinquency and of any action taken by the board of directors with respect to dues or assessments shall be sent to members promptly by Certified Mail Return Receipt Requested. No member who sells his/her lot in Frenchman’s Bend Subdivision prior to the effective date of an action should be bound.
The board of directors shall have the power to levy, collect, and provide for the collection of, dues or assessments in accordance with the provisions of these bylaws, but not in excess of the maximum rate provided in Article VI of the Declaration of Covenants and restrictions affecting Frenchman’s Bend Subdivision and no special assessment in excess of $100.00 may be levied except by vote of members holding 80% of the voting power of the entire membership.
The funds generated by the annual dues and assessments (if any) shall be devoted to the promotion of the general work of the corporation.
MEETING OF MEMBERS
The annual members’ meeting shall be held at the corporation office, or such other location as may be designated in the notice on a date and at a time set by the board during the first ten (10) days of May each year beginning May, 2001, and annually thereafter, or in case that day is a legal holiday, on the next succeeding business day. Written or printed notice stating the place, day and hour of the meeting shall be mailed by the secretary at least 14 days before the meeting to each member, to their last known address shown by the books of the corporation. Fifty percent (50%) of the members present in person or by proxy shall constitute a quorum at any members’ meeting. Special meetings of the members may be called by the president, board of directors or Fifty percent (50%) of the members on 30 days’ notice, stating the purpose of the special meeting. Directors shall be elected at the regular annual meetings of members.
VOTING POWERS OF MEMBERS
Voting power of all members shall be equal. Each member shall have one vote for each lot in Frenchman’s Bend Subdivision to which he/she has record title. Record title means fee simple ownership by virtue of a deed (or other evidence of ownership) recorded in the Conveyance Records in and for Ouachita Parish, Louisiana. Provided, however, that the developer has executed and recorded a “Notice of Addition” adding the subject property to said subdivision.
MEMBERS AND MEMBERSHIP RIGHTS AND DUTIES
There shall be only one class of members, and the interests and rights of each member in the property and assets of the corporation shall be equal. Each member shall have one unit of interest in the property and assets for each lot he/she owns.
No membership shall be transferable except by deed or other conveyance of ownership of property in Frenchman’s Bend Subdivision.
New members shall have the same voting power and property rights as all other members.
When a member ceases to be eligible to membership, the rights as a member shall automatically be suspended and he or she shall release the corporation and other members from any claim to any of the property or assets of the corporation.
Membership certificates shall not be issued. Each member’s membership shall be evidenced by a copy of his/her recorded deed or other conveyance of ownership.
The secretary shall keep a membership book containing the name and address of each member. Where membership has been terminated, that fact shall be recorded together with the date on which the membership ceased.
REPORTS TO CORPORATION BY MEMBERS
It shall be the duty of every member who knows or has reason to believe that there has been a violation of building restrictions and covenants affecting Frenchman’s Bend Subdivision by a member, to promptly report that member to the president who will appoint a review committee of three (3) members which will act on this and submit a written report and recommendation to the board of directors at the following meeting. Action on the report shall require two-thirds vote of the board of directors.
Officers of the corporation shall constitute an executive committee, with the president as chairperson, which shall conduct the business of the corporation during the interim between directors’ meetings.
REMOVAL OF OFFICERS
Any officer of the corporation may be removed by the board of directors for or without cause at any regular or special meeting of which at least seven (7) days’ written notice shall be given to all directors, if it is stated in the notice of meeting that among the objects shall be the removal of an officer or officers of the corporation. It shall require the affirmative vote of two-thirds of the number of directors in office to remove any officer prior to the expiration of the term.
A majority of the board of directors or of the members of the corporation shall constitute a quorum for the transaction of business.
AMENDMENT OR REPEAL OF BYLAWS
The bylaws may be amended or altered at any meeting of members after the members have been notified. Three-fourths of the members present must vote for an amendment or alteration.
SIGNATURES FOR ARTICLES OF INCORPORATION
W. JEFF LETSON
TANA R. TRICHEL
JIMMY WAYNE JENNINGS
KATHLEEN H. YOUNGER
ROSALYN K. JANWAY
LADDIE W. WOODS
H. LYNN LINCECUM
DOUGLAS O. BIENIEK
CERTIFICATE OF SECRETARY
I, the undersigned, certify that the above and foregoing signatories to the By-Laws of this corporation, are all of the members of the board of directors of said corporation.
Monroe, Louisiana, July ____, 2000.
TANA R. TRICHEL, Secretary
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF FRENCHMAN’S BEND HOMEOWNERS ASSOCIATION, INC.
On July 24, 2000, the Board of Directors of Frenchman’s Bend Homeowners Association, Inc., a Louisiana non-profit corporation, by written consent of all the Directors, amended Article I of its Articles of Incorporation to correctly spell the name “Frenchman’s”, so that it shall read:
The name and title of this corporation is FRENCHMAN’S BEND HOMEOWNERS ASSOCIATION, INC., and under and by said name, unless sooner dissolved in accordance with law, it shall have and enjoy corporate existence and succession, for a period of 99 years from and after the date of this Act, during which time it, generally, shall possess all the powers, rights, privileges, capacities and immunities which may hereafter be authorized, to possess under the constitution and laws of this state.”
These Articles of Amendment are dated July 31, 2000.
FRENCHMAN’S BEND HOMEOWNERS ASSOCIATION, INC.
H. LYNN LINCECUM, PRESIDENT
TANA R. TRICHEL, SECRETARY
STATE OF LOUISIANA – PARISH OF OUACHITA
BEFORE ME, the undersigned authority, personally came and appeared H. Lynn Lincecum and Tana R. Trichel, to me known to be the President and Secretary, respectively, of FRENCHMAN’S BEND HOMEOWNERS ASSOCIATION, INC., and the persons who executed the foregoing instrument in such capacities, and, who being duly sworn, acknowledged in my presence and in the presence of the undersigned witnesses that they were authorized to and did execute the foregoing instrument in such capacities for the said corporation, as its and their free act and deed.
IN WITNESS WHEREOF, the Appearers and witnesses and I have hereunto affixed our signatures on the 31st day of July, 2000.
H. LYNN LINCECUM
TANA R. TRICHEL
WILLIAM H. HALLACK, JR.