Faubourg Saint John Neighborhood Association

BYLAWS

OF FAUBOURG ST. JOHN
NEIGHBORHOOD ASSOCIATION
INCORPORATED

ARTICLE I

OFFICERS

Section 1. The officers of Faubourg St. John Neighborhood Association, Inc. shall he President, Vice President, Secretary and Treasurer.

The officers shall be members of the Executive Board and shall be elected annually at the time of the election of the Executive Board.

The duties of the several officers shall be as follows:

President: The President shall be the chief executive officer of the Corporation; he/she shall preside at all meetings of the general membership and the Executive Board; he/she shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Executive Board and of the general membership are carried into effect. He/she shall have the general powers of supervision and management usually vested in the office of president of a corporation.

Vice-President: In the absence of the President, his/her duties shall devolve upon the Vice-President. The Vice- President shall have the responsibility of the supervision of all committees, subject to the consent of the President and the approval of the Executive Board.

Secretary: The Secretary shall attend all meetings 0r the Corporation and of the Executive Board; He/she shall further be charged with the performance of such services in behalf of the Corporation as may, from time to time, be determined by the Executive Board. He/she shall attend all meetings of the Executive Board and all meetings of the standing committees when required. He/she shall give or cause to be given, notice of all meetings of the Corporation of the general membership and of the Executive Board, and shall perform such other duties as may be prescribed by the Executive Board under whose supervision he/she shall be. He/she 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/her signature. He/she shall be sworn to the faithful discharge of his/her duties.

Treasurer: The Treasurer shall have charge of all funds of the Corporation and of the disbursements under the direction of the Executive Board. He/she shall keep a record of all monies received and paid out, making a report of same to the Executive Board and to the general membership at each regular meeting thereof and whenever requested to do so. He/she shall have the duty to keep a regular list of members’ names and addresses who have fully paid their dues.

Section 2. The officers of the Corporation shall hold office until their successors are chosen and qualified in their stead. Any officer may be removed at any time upon the recommendation of a majority of the whole of the Executive Board and by a two-thirds (2/3) vote of the general
membership in attendance at a duly noticed general membership meeting or any meeting called for that purpose.

Section 3. In the case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board say delegate, for the time being, the powers or duties of such officer to any other officer, or to any representative provided a majority of the entire Board concurs therein.

ARTICLE II
EXECUTIVE BOARD

Section 1. The Executive Board shall be composed of not less than eleven (11) and not more than seventeen (17) members of the Corporation, including the four (4) officers and other members elected from the general membership, all of whoa shall be elected annually ss provided in the charter.

Section 2.The Executive Board shall be charged with the management of all of the affairs of the Corporation, as provided in Article V.

Section 3. For the purposes of transacting the business of this Corporation in the intervals between the meetings of the Executive Board, the President, the Vice-President, the Secretary, and the Treasurer shall act with full authority subject to the approval of the Executive Board at the next duly regularly scheduled meeting of the Board.

Section 4.Regular meetings of the Executive Board shall be held monthly at such time and place as the members of the Board may determine. Special meetings of the Board may be called by the President on three days notice to each Board member, either personally or by mail; special meetings of the Board shall be called by the President or the Secretary in like manner and on notice at the written request of the Executive Board.

Section 5. Executive Board meetings, regular and special, shall be open to the general membership.

Section 6. A majority of members of the Board shall constitute a quorum of the Executive Board.

Section 7. In addition to the powers and authorities of these By-Laws expressly conferred upon it, the Executive Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by Articles of Incorporation or by By-Laws directed or required to be exercised or done by the membership.

Section 8. Indemnity. The Corporation shall indemnify and hold harmless each Board member and officer now or hereafter serving the corporation from and against any and all claims and liabilities to which he/she may be or become subject by reason of his/her now or hereafter becoming or having heretofore bees a Board member or officer of the Corporation and/or by reason of his/her alleged acts or omissions as such Board member or officer, whether or not he/she continues to be such Board member or officer at the time when any such claims or liability is asserted, and shall reimburse each such Board member and officer for all legal expenses reasonably incurred by him/her in connection with defending any or all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Executive Board, whether or not he/she continues to be such Board member or officer at the time such expenses are incurred; provided, however, that no Board member or. officer shall be indemnified against any claim or liability arising out of his/her own negligence or willful misconduct or shall be reimbursed for any expenses incurred in defending any or all such claims or liability or settling the same unless in the judgment of the Board members of the Corporation and the membership the Board member or officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which any Board member or officer may be entitled as a matter of law.

ARTICLE III COMMITTEES

Section 1. The Executive Board may appoint such committees and chairpersons as they may deem necessary. The Executive Board shall direct all such committees. Section 2. The chairperson of each committee shall make a written report to the Executive Board or general membership whenever requested by the Board or the general membership. Such aforesaid report may be presented by the vice- chairperson or representative appointed by the chairperson.

ARTICLE IV GENERAL MEMBERSHIP MEETINGS

Section 1. The general membership of the Corporation shall meet a minimum of four (4) times per year as called by the Executive Board. The annual meeting of the Corporation shall be held at the last scheduled meeting of the current year.

Section 2. Written notice of the annual meeting shall be mailed or delivered to each member entitled to Vote thereat at such address as appears on the membership roster of the Corporation, at least five (5) days prior to the meeting.

Section 3. A complete list of the members entitled to vote at the annual election, arranged in alphabetical order, with the address of each, shall be prepared by the Treasurer and filed where the election is to be held and shall be open to the examination of any member.

Section 4. Immediately following the adjournment of the annual meeting of the Corporation, the newly-elected officers shall hold a meeting for the purpose of organization and the transaction of other business.

Section 5. Order of business at general membership meetings. At all meetings of the general membership, the order of business shall be, as far as applicable sad practicable, as follows: (1) Report of the President
(2) Resolutions and actions taken by the Executive Board.
(3) Reports of committees
(4) Unfinished business
(5) New business

Section 6. At any meeting of the general membership, every member having the right to vote shall be entitled to vote in person. The right to vote shall be determined according to the membership roster as of fifteen (15) days prior to the meeting at which the vote is taken. Each individual and corporate member shall have one (1) vote, and each family membership shall have a maximum of two (2) votes.

Section 7. Special meetings of the general membership, for any purpose, may be called by the President or Vice-President and shall be called by the President or Secretary at the request in writing of the majority of the Executive Board, or at the request in writing of twenty five (25E) percent of the general membership entitled to vote as of fifteen (15) days prior to such request. Such request shall state the purpose or purposes of the proposed meeting.

Section 8. Not less than five (5) days prior to any regular or special meeting of the Corporation’s general membership, a notice of the time and place of such meeting shall be mailed or delivered to each member at his last known address. The notice for any special meeting shall state the purpose of the meeting. All meetings of the Corporation may, however, be called without notice, by written waiver of the right to such notice, by each person entitled thereto.

Section 9. Business transacted at all special meetings of the general membership shall be confined to the objects stated in or germane to the call.

ARTICLE V POWERS OF MEMBERSHIP

Section 1. As the Board is charged with the management of all the affirms of the corporation, it shall act in the best interest of the members of the corporation. The ultimate power of the corporation shall reside in the hands of the membership. The membership shall have the power to ratify or reject any actions and resolutions adopted by the Executive Board end officers. Ratification of actions and resolutions of the Executive Board sad officers by the general membership is presumed unless expressly rejected by means of a vote by the general membership, as provided herein below.

Section 2. The membership shall have the power to reject any actions or resolutions adopted by the Executive Board and officers by n two-thirds vote of the membership present end entitled to vote at the next general membership meeting or specially called meeting following the said action or resolution.

Section 3. At any duly called general or special meeting of the membership, ten (10) percent of the total membership shall constitute a quorum. Al business, except as otherwise provided in these By-Laws, shall be conducted by a simple majority vote of all members present at such meeting.

ARTICLE VI CHECKS

All checks, drafts and notes of the Corporation shall be signed by at least two officers.

ARTICLE VII AMENDMENTS

These By-Laws may be altered or amended or repealed by the two-thirds (2/3) vote of the membership present at m regular or special meeting called for that purpose, provided, however, that no change of the time or place for the election of the officers shall be made within sixty (60) days preceding the day on which much election is to be held.

FIRST AMENDMENT TO ARTICLES

ARTICLES OF INCORPORATION OF

FAUBOURG ST. JOHN NEIGHBORHOOD ASSOCIATION, INC. UNITED STATES OF AMERICA
OF STATE OF LOUISIANA
PARISH OF ORLEANS

BE IT KNOWN, that on this 3rd day of September, 1986, BEFORE ME, ELIZABETH H. PORTER, a Notary Public duly commissioned end qualified, in and for the Parish of Orleans, State of Louisiana, and in the presence of the witnesses hereinafter named and undersigned:

PERSONALLY CAME AND APPEARED; LAWEENCE W. GILBERT and SANDRA L. HUBBARD, who declared that they are officers in the above named corporation, and that they wish to change Article II of the original Articles of Incorporation regarding the post office address of the registered office of the corporation as follows:

P. 0. Box 19101, New Orleans, Louisiana 70119; that they wish to change Article III regarding the organization and purposes of the corporation to read as follows:

This corporation is organized, and it shall be operated, exclusively for charitable end educational purposes in such manner that the corporation shall qualify as an exempt organization under section 501 Cc) (3) of the Internet Revenue Code of 1954, including, for such purposes, the civic, social, economic and cultural improvement of its members; to engage in such activities so as to improve and maintain the physical appearance of lend and structures within the boundaries of the organization; to serve as a clearinghouse of information for the neighborhood; to educate residents on a variety of topics, including crime prevention, zoning and historic preservation; to participate in any and all programs available through local, state and federal governments which are directed at the elimination of substandard housing and which strive toward the enforcement of present and future minimal housing standards; to faster a community awareness of the social, economic, and cultural problems of the area and to educate and invite personal membership dialogue of the solutions; to sponsor and support educational, cultural and recreational activities for the benefit of people of the neighborhood; to participate in any and all local, state and federal programs for the maintenance and establishments of parks and playgrounds, and the maintenance and upkeep of streets; and to generally make available areas of recreation and enjoyment for residents of the area, generally bounded by Fortin Street, Onzaga Street, Broad Street, Orleans Avenue, Carrollton Avenue, Moss Street thence again to Fortin Street.

In the event of the dissolution of this corporation, whether involuntarily or voluntarily, all the remaining assets of the Corporation shall be distributed to much organizations am shall qualify under Section (501) Cc) (3) of the Internal Revenue Code. If the Corporation holds any assets in trust, such assets shall be disposed of in such manner am may ha directed by decree of the Louisiana Civil District Court upon petition therefore by the Attorney General or by any person concerned with the litigation in a proceeding to which the Attorney General is made a party thereto. This corporation is a non-profit corporation as defined in Louisiana Revised Statutes of 1950, Section 12:201 (7). No part of the net earnings or other assets of the corporation shall inure to the benefit of any member, trustee, director or other officer of the Corporation, or any private individual except that the corporation shall be authorized end empowered to pay reasonable compensation for services rendered to or for the Corporation affecting one or mere of its purposes. This corporation shall not carry on propaganda; attempt to influence legislation, or participate in a political campaign on behalf of any candidate for public office.
Affiants further declared that Article V regarding the name and address of the agent for service of process is to be amended to provide the following:

Patricia McDonald Gomez
1600 Sauvage Street

New Orleans, Louisiana 70119

___________________ ________________

LAWRENCE N. GILBERT

___________________ ________________

SANDRA L. HUBBARD

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NOTARY PUBLIC