BYLAWS OF THE CIVIC ASSOCIATION OF POLLARD ESTATES, INC.
The purpose of this organization is as set forth in Article II 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 area represented and improve the overall appearance, security and quality of life enjoyed therein, to include 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 as well as those in East Baton Rouge Parish.
The area served by this Organization shall be the area encompassed by the following streets and roads:
On the North by: Perkins Road
On the South by: Elmcrest Drive
On the East by: Dahlia Street
On the West by: Pollard Parkway
Membership shall be on a calendar year and shall be limited to one vote for each single family dwelling unit located within the geographical area defined above, based on receipt of dues. Dues shall be required to have been received prior to the annual meeting to entitle the owner (or his/her proxy holder) of each single family dwelling on any lot within the geographical area represented by this Organization to vote on any matter at the general membership meetings.
Each member at any general membership meeting, including the required annual meeting, shall have one vote. Written proxies will be accepted provided they are filed with the Secretary or his/her representative before the meeting(s) at which the proxies will be used. Twenty (20) voting members (one vote per single-family dwelling) shall constitute quorum for transaction of business at any annual or special meeting of the Association.
- BOARD OF DIRECTORS
The Board of Directors shall include the officers of the Association and shall be elected for a term of two (2) years at the annual meeting, with the term of office to begin on the first day of the month following the annual meeting. The Board of Directors shall consist of at least four (4) directors, but not more than twelve (12)_ directors. The Board of Directors shall have control over the affairs of the Association, acting through its duly elected officers, and shall be subject to the provisions of the Articles of Incorporation and these By-Laws.
The offices shall be elected by the Board of Directors at the 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 a more efficient succession of officers.
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. The President shall perform all duties incident to the office which shall include:
- Having general and active management of the affairs of the Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect;
- Executing such contracts as are authorized and approved by the Board of Directors; and
- Performing such other duties as are consistent with the office and the Articles of Incorporation as directed by the membership of the Board of Directors.
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; assume the office of the President in case of resignation, removal, or inability to serve of the President; and shall otherwise assist in zoning and general public affairs. A District Vice-President may be appointed by the Board to oversee membership and recordation of membership for the determination of voting rights at the annual meeting and shall assist in the development of communication between membership and other internal affairs of the area represented.
SECRETARY – The Secretary shall:
- Keep the minutes of meetings;
- Issue notice of meetings of the Association and Board of Director meetings;
- Receive all mail addressed to the Association, with the exception of certain bills which may be sent directly to the Treasurer;
- Handle all correspondence for the Association under the direction of the President and present all incoming correspondence to the Board at its next meeting;
- Maintain a roster of all residents of the subdivision, indicating which residents are members of the Association;
- Maintain a file of all association records, providing the President and other Board Members when requested or necessary;
- Maintain a current mailing list of all members in a form which will lend itself efficient to the membership and the Board of Directors;
- At the requires of the President, poll the Board Members regarding matters of too minor a nature to require a formal meeting of the Board of Directors;
- Mail periodic newsletters and bulletins to the membership;
- Along with the signature of the President, sign all correspondence sent out by the Association or the Board of Directors; and
- Perform other such duties as may be directed by the Board of Directors.
TREASURER – The Treasurer shall:
- Receive and deposit all income from dues, donations and fundraising efforts due the Association;
- Disburse Association funds and security service payments in accordance with the determination of the Board of Directors;
- Maintain a record of all monies received and disbursed, presenting reports at meetings of the Board at at the annual meeting;
- Present to the Secretary for recordation the names of those members who pay their annual dues and join the Association;
- Maintain current financial reports and ensure compliance with IRS regulations regarding non-profit corporations; and
- Perform other such duties as may be directed by the Board of Directors.
The following committees, or others, may be formed by the Board as needed from time to time. The President of the Board shall appoint the Chairperson of any committee activated or formed by the Board.
EXECUTIVE COMMITTEE – A policy making committee consisting of the current officers and the immediate Past-President.
NEIGHBORHOOD SECURITY – A committee to operate neighborhood security communications systems.
WELCOME/MEMBERSHIP COMMITTEE – A committee whose purpose is to contact new owners of property in the subdivision for the purpose of encouraging and inviting membership into the Association. If necessary, this committee will assist the Board of Directors in contacting members whose dues are in arrears.
ARCHITECTURAL CONTROL COMMITTEE – A committee whose purpose is to review all plans and/or permits for new improvements and for the modifications to existing improvements and to insure compliance with the recorded deed and subdivision restrictions of Pollard Estates subdivision. It shall issue to the Board of Directors a written report regarding any decisions the committee may make. All decisions regarding acceptance or rejection of the proposed improvements shall be made by the Architectural Control Committee.
BEAUTIFICATION COMMITTEE – A committee of the Civic Association whose purpose is to maintain the front entrance to the subdivision. The committee shall be responsible for obtaining services for grass cuttings and related edging work, maintaining any plantings, weeding any beds, fertilizing, watering any plants, mulching, and other related matters. Any plans for improvements to the entrance property must be approved by the Board of Directors prior to any work.
NOMINATING COMMITTEE – The President shall appoint a maintaining committee at least two (2) 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 Association. The nominating committee shall select sufficient slate of candidates to fill vacancies on the Board of Directors.
Regular meetings of the Board of Directors shall be held in the months of January, March, May, July and September, as well as the annual meeting, which shall be held in November. Regular meetings shall take place at such time and place as the Board shall set, within fifteen (15) days notice to all Directors of any change being required. No notice of the regular meetings shall be required once fixed by the Board. Special meetings of the Board may be called by the President upon twenty-four (24) hours notice to all Directors. At least two (2) weeks notice shall be given to the general membership advising them of the annual meeting.
A majority of the Members of the Board shall constitute a quorum for the transaction of business at any regular or special meetings of the Board.
The Nominating Committee of the Board of Directors, or the board of Directors itself, 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 positions available, then the membership shall vote on each nominee at that time. 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-thirds (2/3) 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 (3) consecutive Board 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 a written notice to the officer or Director at his or her address as it appears in the membership records, giving reasonable notice of the date, time and location 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 any officer or Director or may continue operations with a quorum of remaining directors.
Robert’s Rules of Order, revised, shall govern this Organization in all cases where applicable and where not inconsistent with these by-laws.
- 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 (60) days must be resubmitted or can be brought before the general membership at the annual meeting or at a special general membership meeting called for such purpose by the 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:
- Call to Order;
- Calling of the Roll;
- Reading of the Minutes of the previous meeting and proposing them for adoption;
- Announcements and guest speakers;
- Reports of Officers and Committees;
- Unfinished Business;
- 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.
- AMENDMENT OF BY-LAWS
The by-laws may be amended by a majority vote of the Board of Directors present and voting at a meeting for which notice has been given to the Board of Directors at least thirty (30) days in advance and in which the proposed amendment has been stated.
The amount of dues shall be set by the Board of Directors at the annual meeting of the Association. Only those members who are current in payment of dues shall be eligible to vote at the annual meeting, with one (1) vote to be cast per household and with the membership for purposes of determining eligibility for vote at the annual meeting. Dues become delinquent ninety (90) days after the due date, which date shall be set 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, which checks of the corporation requiring the signature of the Treasurer or other Board Member as designated by the Board of Directors as a requirement for expenditures of funds. A Treasurer’s report shall be rendered by the Treasurer at the annual meeting of the general membership. The books of the corporation shall be examined by a person or persons of the Board of Director’s choosing on a yearly basis.
- 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 By-Laws, amended, were presented to the Board of Directors at the Board of Directors Meeting are hereby certified as being adopted by the said Board as evidenced by the signature of the Secretary of the corporation subscribed hereto.