|
|||
|
BY-LAWS
OF MIRABEAU PARK, INC.
SECTION 1. APPLICATION FOR STOCK A.
A non-officeholding board member shall serve as Membership Chairperson. SECTION 2. WAITING LIST When the limit of Stockholders shall have been reached, the names of all applicants for stock shall be placed on a waiting list; and, thereafter, as vacancies occur, the names of all applicants shall be submitted to the membership Chairperson, in the order in which their names appear upon said waiting list. Priority is given to applicants from the Mirabeau area as prescribed in the Company’s Articles of Incorporation. SECTION 3. FINES, SUSPENSION, EXPULSION AND RESIGNATION OF STOCKHOLDERS A.
Any stockholder or Limited Membership holder may be fined, suspended
or expelled for sufficient cause by a Two-thirds vote of the members
of the Board of Directors. The Board of Directors will determine
the sufficiency of the cause; however, this may be overruled by
a majority vote of the shareholders. SECTION 4. ELIGIBILITY Only
full paid Stockholders whose dues and assessments are not in arrears
shall be eligible to use the Company facilities except that: SECTION 5. EVIDENCE OF STOCK Each Stockholder shall be given evidence of stock as hereafter determined by the Board of Directors.
SECTION 1. The certificates of stock of the Company shall be numbered and shall be entered in the books of the Company as they are issued. They shall exhibit the holders name, or names, and number of shares and shall be signed by the President and Secretary. SECTION 2. The Company shall be entitled to treat the holder or holders of record of any share or shares as the holder or holders in fact thereof, and accordingly shall not be bound to recognize any equitable claim or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the Laws of Louisiana. SECTION 3. Any person claiming a certificate of stock to be lost or destroyed, shall make an affidavit or affirmation of that fact, and the Board of Directors may in its discretion require the owner or owners of said lost or destroyed certificate to the give company a bond, in such sums as the Board of Directors may require, to indemnify the Company against any claim made against it on account of the alleged loss of any such certificate; a new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when in the judgment of the Board of Directors it is desirable to do so. A new certificate so issued shall have the word DUPLICATE” inscribed on its face, and the Company’s books shall reflect that such action was taken. SECTION 4. A.
This Corporation is authorized to issue 175 shares of stock. This
number may be altered by a two-thirds (2/3) vote of the membership
in attendance at any regular or special meeting thereof.
SECTION 1. The annual meeting of the Stockholders and election of Board of Directors shall be held on the second Thursday of March in each year or on the following Thursday, if the second Thursday is a holiday. SECTION 2. A
special meeting of the Stockholders may be called by either of
the following: SECTION 3. All meetings of the Stockholders shall be held at a place designated by the Board of Directors. SECTION 4. Notice of the Annual Meeting, stating the time and place thereof, shall be mailed to each Stockholder not less than 10 days before the date of such meeting. SECTION 5. Notices of special meeting, stating the time, place. and purpose thereof, shall be given by mail to each Stockholder at least 3 days before such meeting. No subject shall be considered at a special meeting except as specified in the notice thereof. SECTION 6. A quorum for all Stockholder Meetings shall be those present and voting provided the proper notice of the meeting has been given. SECTION 7. Any meeting of the Stockholders may be adjourned from time to time and reconvened at a time, date and place designated at said meeting and without further notice to the Stockholders. Only unfinished business may be discussed when the meeting reconvenes. SECTION 8. Procedure at all meetings, annual or special, at which company business is transacted, whether the same be of the members of the Board of Directors, Stockholders or of Committees, or otherwise, shall be governed by Roberts Rules of Order as last revised (except where the same conflicts with the By-Laws or Articles of Incorporation). SECTION 9. Voting by proxy shall be permitted only according to the written instructions, filed with the Secretary. ARTICLE IV - ORDER OF BUSINESS
The
order of business at the Annual Meeting shall be as follows: SECTION 2. The
order of business for any special meeting shall be as follows: ARTICLE V - NOMINATIONS AND ELECTIONS SECTION 1. At the regular meeting of the Board of Directors in February of each year there shall be appointed by said Board a Nominating Committee consisting of three (3) stockholders, none of whom shall be officers of the Company or members of the Board. It shall be the duty of the committee to nominate from the Stockholders at least sufficient number to fill the vacancies on the Board of Directors caused by the expiration of term, or otherwise, for the ensuing year. The names of the nominees shall be sent to the stockholders at the time the notice for the annual stockholder meeting is made. SECTION 2. At the Annual Meeting, the President shall call for nominations from the floor. SECTION 3. At the annual election, the President shall appoint with the approval of the Board of Directors, four Stockholders of the Company to be designated as Tellers of the Election, none of whom shall be officers of the Company, members of the Board of Directors, or candidates for election, whose duty it shall be to receive and canvass all votes and to announce to the Stockholders of the company the result of the election. SECTION 4. At the Annual Meeting of the Stockholders, every Stockholder eligible to vote, shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such regular member and delivered to the Secretary at the meeting, for his/her inspection and approval as to form. A Stockholder shall not be eligible to vote if any dues, assessments or fines are unpaid by the said Stockholder, or if the Stockholder is under suspension. The proxy referred to hereinabove can be given only to another Stockholder eligible to vote, or to the spouse of the Stockholder giving the proxy. Each stockholder entitled to vote at an Annual Meeting shall sign the register upon entering the meeting. At the same time those signing the register shall be given a ballot to vote on board members for the new year. The above rule shall also apply to proxies except that the person voting the proxy shall first sign the name of the Stockholder whose proxy he /she is voting and below that, his/her own signature. SECTION 5. The number of candidates necessary to fill the vacancies on the Board of Directors receiving the highest number of votes shall be declared elected and shall serve until their successors have been duly elected and qualified. If two or more candidates receive the same number of votes, the winner shall be determined by a second vote.
SECTION 1. The Board of Directors shall consist of nine (9) Stockholders. Husband and wife shall not serve on the same board. Terms of office for the Board of Directors shall be three years, with three new directors being elected each year. For purposes of determination of terms of directors, April 1 shall be the beginning of a new year. SECT1ON 2. DUTIES OF THE BOARD OF DIRECTORS A.
It shall be the duty of the Board of Directors to manage and control
the affairs of the company, its funds and property, and it shall
have full power to carry out the purposes of the Company according
to its Charter and By-Laws. SECTION 3. A.
The Board of Directors shall hold a regular monthly meeting on
such day and at such time as the Directors may determine for transaction
of the Company’s business. SECTION 4. RECALL A.
Any member of the Board of Directors may be recalled and removed
from office upon the affirmative vote of two-thirds of the Stockholders
present, provided no less than 30 Stockholders are in attendance,
at a special meeting called for that purpose in accordance with
Subsections B and C of Section 2, Article III.
The officers of the Company shall consist of President, Vice-President, Secretary, and Treasurer. SECTION 2. The above named officers shall be elected by the Board of Directors, from their number, at the next regular meeting of the Board of Directors following the annual meeting of the Stockholders. No person shall hold more than one office. All officers shall serve from the first regular meeting of the Board of Directors in the new year to the next annual meeting. Should a vacancy occur in any of said offices, the board of Directors shall elect from this number a successor who shall serve for the unexpired term of the vacant office. At the annual Stockholder meeting the outgoing Chairman of the Board of Directors shall designate an interim Chairman of the Board to serve until the next regular meeting of the Board of Directors.
SECTION 1. PRESIDENT The President shall be Chairman of the Board of Directors and shall preside at all meetings of the Stockholders of the Company and the Board of Directors. He/She shall have general and active management of the affairs of the Company. He/she shall execute bonds, mortgages and other contracts as directed by the Board of Directors. SECTION 2. VICE-PRESIDENT In the absence or inability of the President to act, his/her duties shall devolve upon the Vice-President. In the absence of the Secretary, the duties of the latter shall devolve upon the Vice-President. SECTION 3. SECRETARY The Secretary shall keep a record of all of the general and special meetings of the Stockholders, and of the Board of Directors: he/she shall give notice of all regular and special meetings to the Stockholders and to the members of the Board of Directors of all meetings of said Board; he/she shall have custody of the seal of the Company and shall keep a record of all the officers and Stockholders thereof; and of their addresses; lie/she shall notify new officers of their election; he/she shall also be charged with the performance of any duties in these By-Laws imposed upon him/her. The Secretary shall annually provide the Louisiana Secretary of State’s office with a current roster of Board officers (names and addresses). SECTION 4. TREASURER The Treasurer shall (a) collect, hold and disburse, under the direction of the Board of Directors, all monies of the Company; (b) be charged with the collection of all money due the Company from Stockholders thereof and all other sources; (c) keep or cause to be kept, regular books of account and submit a statement of his/her accounts at the regular meetings of the Board of Directors; (d) exhibit to the Board of Directors before each Annual Meeting a full account of the receipts and disbursements during the fiscal year last past, in which the items shall be given in detail, particularly showing the sums received from subscriptions to shares of stock and dues of Stockholders; of all disbursements made during the fiscal year, which shall be supported by vouchers. The Board of Directors shall examine said report and vouchers therein submitted, and if round correct shall have the same presented with the Secretary’s report at the Annual Meeting of the Stockholders; (e) upon request of the Board of Directors, fully report on the status of all Stockholders of the Company; f) deposit all monies of the Company in the name of the Company with the bank or banks, or savings associations to be designated by the Board of Directors. It shall be his/her duty to present the Company books to the President of the Board at the close of each fiscal year who in turn will have the books audited by a C.P.A. of his/her choice.
The President shall, with the concurrence of the Board of Directors, appoint such committees as may be deemed necessary. ARTICLE X - FEES SECTION 1. Maintenance Fees of Stockholders shall be set at the annual meeting and shall payable in full in advance on the first day of April of each year. All maintenance fees shall become delinquent sixty (60) days after the beginning of April and any delinquent Stockholder shall be fined 10% per month up to 100%. When the accumulative value of unpaid fees and fines is equal to two-thirds (2/3) of the current value of stock as determined by the Board of Directors, ownership of the share of stock in question shall revert to Mirabeau Park. Inc. The amount of unpaid fees may be increased or decreased as deemed necessary by two-thirds (2/3) vote of the Stockholders present. SECTION 2. No stockholder shall be entitled to refund of fees or dues except for the purpose of refunding any sums paid in error or by mistake. SECTION 3. Limited Membership in the Corporation shall be on sale for an amount determined by the Board. SECTION N 4. Annual fees of Stockholders may not be suspended for any reason except by virtue of resignation. SECTION 5. Names of stockholders whose annual dues are delinquent are to be posted on the official Corporation bulletin board after June 1. SECTION 6. The Board may under special circumstances adjust the cost of Limited Membership. Guidelines for adjustments are as follows: Prior to July 1, full cost; July 2-July 31, 66%; after July 31, 33%. SECTION 7.
SECTION I. The fiscal year of the Company shall begin on April 1 of each year and close on March 31 of the following year. SECTION 2. These By-Laws or any part thereof, may be amended, modified or repealed by the Board of Directors provided that such action is in accordance with and does not conflict with the Articles of Incorporation of the Company. SECTION 3. These By-Laws shall supersede all acts or resolutions passed prior to their adoption which are in conflict therewith and shall become effective upon adoption by the Board of Directors. SECTION 4. Courtesy keys will be distributed annually to the members of the Board. 
DEFINITIONS. RULES FOR SWIMMING POOL KEYHOLDERS - Adopted (1990)
GUIDELINES FOR PARTIES AND GUEST TICKET GUIDELINES A.
GUIDELINES FOR PARTIES - Adopted 1991
GENERAL
RULES |
