By-Laws of the Historic Spanish Town Civic Association

03/30/04

As Amended on:
September 15, 1984
September 13, 1987
September 18, 1988
September 16, 1990
September 19, 1993
February 19, 2000
September 17, 2005


Article I: Name

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The name of this corporation shall be HISTORIC SPANISH TOWN CIVIC ASSOCIATION

Article II: Purpose

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This corporation is organized solely and exclusively for the purposes of developing, preserving and protecting the unique character of Spanish Town, East Baton Rouge Parish, Louisiana, which has been a viable section of Baton Rouge, Louisiana since 1805. For the purpose of this incorporation, Spanish Town is defined as that area in the City of Baton Rouge, Parish of East Baton Rouge, State of Louisiana bounded by State Capitol Drive, North Ninth Street, North Street and North Fifth Street and the properties directly across from this area. For the purpose of this corporation, Spanish Town is defined as that area of the Parish of East Baton Rouge, City of Baton Rouge, State of Louisiana, bounded by State Capitol Drive, North Ninth Street, North Street, and North Fifth Street and the properties directly across the streets from this area.

Article III:Membership, Fees and Voting Rights

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Section 1: Classes of Membership

Membership shall be limited to residents, property owners, and business owners in Spanish Town and persons interested in preserving and improving Spanish Town as defined in the Articles of Incorporation. Other classes of membership may be created by the Board of Directors, but such members shall not have voting rights

Each member shall be entitled to one vote. Only those persons who have been approved by the membership committee who are in good standing with the organization shall be entitled to vote. Contributing members shall declare the name of the principal owner entitled to vote at the time of paying dues.

Section 2: Membership Fee (Contributions, Dues, Assessment)

The dues shall be set by the Board and ratified by the membership at the annual meeting. There shall be a discount for senior citizens. Dues shall be payable upon joining and on January 1 of each subsequent year. There shall be no proration.

The membership may levy a special assessment, payable on demand, by majority vote.

Section 3: Vote

Each regular member shall be entitled to one vote in the election of directors and any other matters for which a vote of the membership is taken. Only signed proxies shall be taken from absent members.

Article IV: Meetings

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Section 1: Annual Meetings

The annual meeting shall be help during the month of September. Election of the Board of Directors shall be held at the annual meeting.

Section 2: Membership Meetings

Regular meetings shall be scheduled by the Board of Directors. Such meetings shall be held at least two times a year.

Special membership meetings may be called by the Chairman or the Board of Directors or upon written request of 10 members of the Corporation.

Section 3: Meeting Call

Written notice of annual and membership meetings shall be distributed to all members and other interested parties at least 10 days prior to the meeting date. Time and place and business agenda shall be included in this meeting notification.

Section 4: Quorum

The chairman shall have the right to declare a quorum, usually a majority of the membership.

Article V: Board of Directors

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Section 1: Duties

The direction and administration of this corporation shall be vested in the Board of Directors. The members of the Board of Directors shall be active members of the corporation.

The Board of Directors shall have general control and charge of the affairs, funds and property of the Corporation.

Section 2: Number of Directors

There shall be nine (9) members of the Board of Directors

Section 3: Qualifications

Only a regular member, as determined by the Board, shall be qualified to serve on the Board of Directors.

Section 4: Nominations

Any qualified member of the Corporation (as per Section 3) is eligible to run for the Board of Directors. Any member desiring to have his/her name placed on the ballot at the annual meeting shall notify in writing the Chairman by the 15th of August. Any nomination from the floor at the annual meeting shall be placed on the ballot. All nominees must have given consent to the nomination and indicate a willingness to serve if elected.

Section 5: Term of Office

The term of office of each board member shall be two years starting in 1988-89.

In 1987-88, 4 members shall be elected for one year, and five shall be elected for two years. Thereafter, members shall be elected to a two-year term, with four being elected to such a term in 1988-89 and five in 1989-90 and continuing this pattern in subsequent years.

Tenure of board members shall be limited to two (2) consecutive terms.

Section 6: Vacancies

Vacancies on the Board of Directors caused by death, resignation, or member inactivity shall not be filled until the next annual meeting in September if less than three (3) months' unexpired term remains. Otherwise, vacancies shall be filled by the Board of Directors; appointment.

The Board shall decide if a vacancy exists because a Board member does not attend three (3) successive meetings of the Board and, in so doing, does not submit a proxy or notify an officer of the Board of the absence after the offending member has been duly notified after the second absence.

Section 7: Board Meetings

The Board of Directors shall schedule and hold meetings preceding the regular membership meetings of the Corporation. The Board shall set a regular meeting schedule at its organizational meeting. Special meetings of the Board may be called by the Chair or shall be called at the request of three (3) members of the Board. Due notice shall be given the Directors of all meetings.

Article VI: Officers

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Section 1: Title and Election

The officers of the Corporation shall be a Chair, Vice Chair and Treasurer. All of these are to be elected by members of the Board of Directors from the members of the Board at the Board's first meeting following the annual meeting.

The corporation shall have any other officers as deemed necessary and appointed by the Board of Directors. Other officers, such as Secretary to the Board, may be appointed by the Board from its membership or from the membership of the Corporation.

The Chairman of the Board must be either an owner member or resident member of the Board.

Vacancies among officers shall be filled by a successor elected by the members of the Board of Directors.

Section 2: Duties of Officers

The Chair shall be the executive officer of the Corporation. S/He shall preside at all meetings of the membership and the Board of Directors. S/He shall call meetings of the membership and Board of Directors as necessary and advisable. S/He shall have the power to sign all contracts, instruments and conveyances in the name of the Corporation and to appoint and discharge agents and employees which have been authorized by the Board unless otherwise directed by the Board. S/he shall have the general powers and duties of supervision and management usually vested in the president of a Corporation. S/He shall appoint committee chairmen as deemed reasonable by him/her and the Board of Directors, and s/he shall be an ex-officio member of all committees.

The Vice Chair shall assume the duties of the Chair in his/her absence and shall perform other duties as directed by the Chair and the Board. S/He shall serve as parliamentarian.

The Treasurer shall be custodian of the funds of the Corporation. S/He shall keep full and accurate accounts and shall present financial statements at membership meetings and to the Board of Directors. S/He shall issue notices of fees due. S/He shall collect fees. S/He shall pay bills and disburse in accordance with any established budget after such budget has been established by the Board of Directors as well as any special appropriations approved by the Board of Directors. S/He shall present an annual audit or report as directed by the Board.

Section 3: Quorum and Majority

A majority of the Board of Directors shall constitute a quorum for the transition of business. Any member of the Board may be represented by any other member when authorized by written proxy.

Article VII: Advisors

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The Board of Directors shall select a legal advisor, an auditor or other advisors as needed.

Article VIII: Rules of Order

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Robert's Rules of Order, Revised shall be the parliamentary authority of all matters of procedure not specifically covered in the By-Laws.

Article IX: Amendments

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The members of the Board of Directors shall have the power to make, amend and repeal these By-Laws which govern this Corporation, subject to the power of the members to change the action of the Directors, by simple majority vote.

Notice of By-Law changes, proposed or actual, together with the notice of time and place of the meeting to consider it, shall be given to the members in the manner provided for calling meetings of the membership.