Upper Audubon Association

ARTICLE I – NAME

This organization is created by Act 833 of the Regular Session of the 2008 Louisiana Legislature (the“Act”) (codified at La.R.S. 33:9091.12) and shall be known as the Upper Audubon Security District (the “District”). Unless changed by vote of the Board of Commissioners of the District (the “Board”), the official business address is c/o John Lafargue, 474 Audubon Street, New Orleans, LA  70118.

ARTICLE II – PURPOSE

The District has been established for the purposes set forth in the Act, namely for the purpose of

aiding in crime prevention and reduction by providing additional security for district residents.   The boundaries, purpose, governance and powers and duties of this political subdivision are set forth in detail in the Act and other applicable law, which are adopted herein.

ARTICLE III – COMMISSIONERS AND OFFICERS

Section 1: Board of Commissioners

The Board will consist of seven (7) commissioners (each, a “Commissioner”) selected in accordance with the provisions of the Act, to wit:

a) The president of Upper Audubon Association. (“UAA”) shall be a member

of the Board;

b) The board of directors of UAA shall appoint three (3) of the members of the Board;

c) The member or members of the governing authority of the City of New Orleans whose district encompasses all or the greater portion of the area of the District shall appoint one member of the Board from a list of nominations submitted by the UAA;

d) The member or members of the Louisiana House of Representatives whose district encompasses all or the greater portion of the area of the District shall appoint one member of the Board from a list of nominations submitted by the UAA;

e) The member or members of the Louisiana Senate whose district encompasses all or the greater portion of the area of the District shall appoint one member of the Board from a list of nominations submitted by the UAA.

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All Commissioners shall be residents of the District.

Section 2: Terms of Office

a.        As provided in the Act, the initial Commissioners (other than the president of the UAA) shall serve four-year terms after initial terms as provided as follows:

(1)   Two members shall serve an initial term of two years

(2)   Two shall serve an initial term of three years;

(3)   Two shall serve an initial term of four years,

As determined by lot at the first meeting of the board.

(4)    The member serving as president of the UAA shall serve during his/her term of office as president.

b.       Any vacancy which occurs prior to the expiration of the terms for which a member of the Board has been appointed shall be filled for the remainder of the unexpired term in the same manner as the original appointment. Notwithstanding the foregoing paragraph, Commissioners shall hold office until their successors are appointed.

c.        The Board shall elect from its members a president, a vice president, a secretary-treasurer and such other officers as it may deem necessary.  The District officers (“Officers”) shall be elected by the Board at the first Board meeting, each for a one-year term and until their successors have been elected and have taken office.  Any two of these offices may be combined in one person; however, one person may not hold the offices of the President and Secretary-Treasurer. 

Section 3: Responsibilities

The Board has the overall responsibility for the policies, management and administration of the affairs of the District. The powers of the District are set forth in the Act.  The members of the Board shall serve without compensation but shall be reimbursed for their reasonable out of pocket expenses directly related to the governance of the district.  The duties of the offices shall be as follows:

a.        President.  The President shall preside at meetings of the Board, shall carry out the resolutions of the Board, shall have all other powers as conferred upon him/her by the Act or other applicable law, and shall have the other duties typically prescribed for the president of a Louisiana non-profit corporation. The President shall have general and active responsibility for the management of the activities of the District, shall be responsible for implementing all orders and resolutions of the Board, and shall oversee and direct the activities of the other Officers of the Corporation. In addition, the President shall have the responsibility for supervising the activities of all hired or contracted personnel. He shall serve as ex-officio member of all committees of the Board of which he is not a member.

b.       Vice President.  The Vice President shall preside at District meetings in the absence of the President and shall fill any unexpired term of service in the absence of the President. He or she will exercise the powers of the President during the President’s absence or inability or refusal to act and shall have such other power and authority as may be delegated to him or her from time to time by the President or the Board.

c.        Secretary-Treasurer.  The Secretary-Treasurer shall have care and custody of all of the funds and securities of the District and shall deposit said funds in the name of the District in such bank accounts as the Board may, from time to time, determine. The Secretary-Treasurer and/or any other Officers designated by the Board shall, when duly authorized by the Board, sign checks, drafts, notes, and orders for the payment of money, which shall have been duly authorized by the Board and countersigned by the President. The Secretary-Treasurer shall be responsible for the compiling of appropriate financial statements in accordance with Louisiana Local Government Budget Act R.S. 39:1301 et esq. and in accordance with other applicable state and local statutes. The financial statement shall reflect all revenue collected and disbursements paid by the District. The Secretary-Treasurer shall also prepare and submit to the Board an annual budget for the operation of the organization. The Secretary-Treasurer shall also prepare and keep accurate minutes of all meetings of the Board, shall attest to the authenticity of documents and resolutions executed by or adopted for the benefit of the District and shall have charge of the books and records of the District.

 In case of the absence or disability of any Officer or for any other reason deemed sufficient by a majority of the Board, the Board may delegate such Officer’s powers or duties to any other Officer or to any Commissioner for the time being.  Any Officer appointed by the Board may be removed either with or without cause at any time by the Board. If the office of any Officer becomes vacant for any reason, the vacancy shall be filled by the Board.  The Board may vote to appoint committees of the Board, which committees may include persons who are not members of the Board; provided that any action by a committee shall be approved by the Board in order to become the act of the Board.

Section 4: Insurance

a.       Indemnification.  Indemnification and Exculpation. Each Commissioner and Officer shall be entitled to the exculpation from liability and to indemnification by the District to the extent set forth in the Act.

b.      Right to Indemnification. Without limiting the extent of the indemnification provided for in the Act, each Commissioner or Officer who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Commissioner or Officer of the District or is or was serving at the request of the District (including any person who has not been duly elected or appointed) (the “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a Commissioner, Officer, employee or agent or in any other capacity while serving as a Commissioner, Officer, employee or agent, shall be indemnified and held harmless by the District to the fullest extent allowed by the law as presently existing or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the District to provide broader indemnification rights than the law permitted the District to provide prior to such amendment), against any and all expenses, liability and loss (including attorneys’ fees, judgments, fines, amounts paid in connection with any arbitration or investigation and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Indemnitee’s rights hereunder shall be contract rights and shall include the right to be paid by the District for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such proceeding, shall be made only upon delivery to the District of an undertaking in a form satisfactory to counsel for the District, by or on behalf of such Indemnitee, to repay all amounts so advanced if it should be ultimately determined that such Indemnitee is not entitled to be indemnified under this provision or otherwise.

c.        Nonexclusivity of Rights. The rights conferred herein on any person shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, by-law, contract or other agreement, or otherwise.

d.      Insurance. The District may maintain insurance at its expense, to protect itself and any such Commissioner (including nominees and designees who have not yet taken office), officer, employee or agent of the District against any expense, liability or loss.

ARTICLE IV – MEETINGS AND NOTICES

Section 1. Commissioner Meetings

a.        Each year the Board shall meet a minimum of twice per year. The Board may establish dates for regular meetings of the Board. Unless waived, written notice, stating the place, date and time of each meeting, and the general nature of the business to be considered, shall be given to each Commissioner not less than 48 hours prior to the meeting. Unless otherwise provided by law, such written notice may be delivered in person, by regular or express mail addressed to the Commissioner’s residential or business address, by facsimile transmission or by email. Unless prohibited by law, any Commissioner may waive the notice requirement of this section.

b.       A majority of the members of the Board then appointed and holding office shall constitute a quorum for the transaction of business. Each member of the board shall have one vote, and, unless otherwise provided by law or in these Bylaws, the vote of a majority of the members of the Board, present and voting, a quorum being present, shall be required to decide any question upon which the Board takes action.. Commissioners must be present to vote. In addition to the regular meetings, special meetings may be called by the President, Vice-President or by the request of at least three Commissioners and must also provide at least 48 hours prior written notice to the Commissioners.

c.        Unless otherwise waived by the Board, once a year the Board will make a presentation on the state of the District. The date of the presentation is at the discretion of the Board.

ARTICLE V – ORDER OF BUSINESS

The order of business of meetings of the Board, whether they are regular or special, shall be as follows:

a. Roll call

b. Approval of minutes of preceding meeting

c. Report of officers

d. Other reports

e. Old business

f. New business

g. Public questions/comments

Agendas of the meetings shall include the date, time and place of the meeting, provided that upon approval of two-thirds of the Commissioners present at a meeting, the Board may take up a matter not on the agenda.  Any public questions/comments may be limited in time upon a vote of the members of the Board.

ARTICLE VI – FISCAL YEAR

Subject to statute, the fiscal year of the District shall begin on the 1st day in January in each year.

ARTICLE VII – SEVERABILITY/AMENDMENTS OF BY LAWS

These Bylaws are intended to comply with the Act and with all other law applicable to the District and the Board. To the extent that any provisions of these Bylaws do not accord with the Act or other applicable law, such non-complying provisions shall be stricken from these Bylaws, and a provision that complies with the Act and applicable law shall be automatically inserted in its place. These Bylaws may be modified, amended or altered upon approval of the Board.

CERTIFICATE

As Secretary-Treasurer of the Upper Audubon Security District, I hereby certify that the foregoing is a true and correct copy of the Bylaws duly and legally adopted by the Board of Commissioners of the Upper Audubon Security District, after due notice, and that said Bylaws have not been rescinded, modified or recalled, and are in full force and effect.

WITNESS my signature on this _________ day of _________________________, _________.

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Secretary-Treasurer