BYLAWS OF

ShreveCentre Coalition, Inc.

A Louisiana Non-Profit Corporation

 

 

ARTICLE I.

OFFICES

 

            Section 1.1 - Principal Office The principal and registered office of ShreveCentre Coalition, Inc. (the "Corporation") shall be located at 189 Pomeroy Drive, Shreveport, Louisiana 71115.

            Section 1.2 - Other Offices The Corporation may have offices at such other places as the Board of Directors may from time to time determine.

ARTICLE II.

PURPOSE

 

            Section 2.1 - General The purpose of the Corporation is to serve as an organized and coordinated body of homeowners associations and homeowners from across east Shreveport, Louisiana, to negotiate the best contractual provisions possible for the property owners’ gas and mineral leases related to the Haynesville Shale.

Section 2.2 – Non-profit Status The Corporation shall operate as a Louisiana non-profit corporation, and shall serve its members and area homeowners without any compensation, and at no charge to individual property owners.

ARTICLE III.

BOARD OF DIRECTORS

            Section 3.1 - Functions Except as specifically provided in the Corporation's Articles of Incorporation or these Bylaws, all rights, powers, duties and responsibilities relative to the management and control of the Corporation's property, activities and affairs are vested in the Board of Directors. In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Directors may take any lawful action on behalf of the Corporation which is not by law or by the Articles of Incorporation or by these Bylaws required to be taken by some other party.

            Section. 3.2 - Number, Selection, Term and Qualifications

            (a) Number: The number of Directors which shall constitute the Board of Directors shall be equal to the number of individual homeowners associations that are members of the coalition.

            (b) Selection: The first Board of Directors was appointed at the first official meeting of the Corporation, held July 16, 2008. It was determined at that time that the Board shall consist of the presidents of each of the coalition member homeowners associations (or the duly-authorized designee of each respective president). If and when a coalition member homeowners association elects a new president, that newly-elected individual (or his/her duly-authorized designee) shall automatically succeed the association’s previous president in service as its Director on the Board of the Corporation. At no time shall any member association have more than one voting representative as a Board member.

            (c) Terms: Each Director shall serve the Board until his/her successor has been duly elected and qualified, and written confirmation of such submitted to the Board.

            Section 3.3 - Meetings

            (a) The Board of Directors may set the time and place for regular meetings of the Board. The Board of Directors shall meet at least three times per year.

            (b) One of these regular meetings of the Board of Directors shall be deemed to be the annual meeting, the date of which shall be set by the Board of Directors.

            (c) Special meetings of the Board of Directors may be called by the Secretary of the Corporation upon the request of the President.

            (d) Meetings of the Board of Directors may be held at any place or places.

            (e) A majority of the Directors present, whether or not a quorum, may adjourn any meeting to another time and place. Notice of such adjourned meeting shall be given even though the time and place thereof are announced at the meeting at which the adjournment is taken.

            (f) A member of the Board of Directors or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear one another. Participation in a meeting pursuant to this Section 3.3(f) constitutes presence in person at the meeting.

            Section 3.4 - Notice of Meetings

            (a) Written notice shall be given to the Directors at least five (5) but not more than thirty (30) days prior to an annual meeting of the Board of Directors. No notice is required for a regular meeting of the Board of Directors. Special meetings of the Board of Directors shall be held pursuant to notice of the time, place and purpose thereof either delivered personally or sent by facsimile, electronic mail, other electronic communication, or mail to each Director not less than twenty-four (24) hours prior to the meeting and if by telephone or other electronic communication, confirmed in writing before or after the meeting, or by so noting in the minutes of the meeting. Notwithstanding the foregoing, no notice need be given to any person who submits a signed waiver of notice before or after a meeting, or who attends a meeting without protesting any lack of notice.

            (b) Any notice required by statute or by these Bylaws to be given to the Directors, or to any Officers of the Corporation unless otherwise provided herein or in any statute, shall be given by mailing to such Director or Officer at his or her last address as the same appears on the records of the Corporation, and such notice shall be deemed to have been given at the time of such mailing.

            Section 3.5 - Quorum The presence of a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business.

            Section 3.6 - Action and Voting

            (a) The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws. Each Director present shall have one (1) vote, understood to be the duly-authorized vote of the member homeowners association that the Director serves and represents.

            (b) Any action required or permitted to be taken by the Board of Directors under any provision of the law may be taken without a meeting, if all members of the Board shall individually or collectively consent to such action. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.

Section 3.7 - Compensation of Directors The Directors shall not be compensated for the performance of services for the Corporation, but may, by resolution of the Board of Directors, be reimbursed for documented expenses incurred on behalf of the Corporation.

 

 

ARTICLE IV.

OFFICERS

            Section 4.1 - Officers The Officers of the Corporation shall be a President, a Vice President, and a Secretary/Treasurer. The Officers shall be elected by the Board of Directors at its first meeting and at each annual meeting thereafter, unless otherwise provided. The Board of Directors of the Corporation may from time to time elect or appoint other Officers, including Vice-Presidents, Assistant Treasurers, and Assistant Secretaries, as the Board may deem advisable, and such officers shall have such authority, and shall perform such duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same person. In addition to the powers and duties of the Officers of the Corporation as set forth in these Bylaws, the Officers shall have such authority and shall perform such duties as from time to time may be determined by the Board of Directors.

            Section 4.2 - President The President shall be the chief operating officer of the Corporation. He or she shall preside at all meetings of the Board of Directors. The President shall perform such other duties and functions as shall be assigned to him or her from time to time by the Board of Directors. He or she shall be, ex officio, a member of all standing committees. The President shall, unless otherwise provided by resolution of the Board of Directors, possess the power and authority to sign all certificates, contracts, instruments, papers and documents of every conceivable kind and character whatsoever in the name of and on behalf of the Corporation, subject to co-signature by the Secretary.

            Section 4.3 - Vice-President A Vice-President shall perform the duties and exercise the powers of the President during the absence or unavailability of the President, and shall have such additional powers and perform such additional duties as shall from time to time be assigned by these Bylaws or by the Board of Directors.

            Section 4.4 – Secretary/Treasurer The Secretary/Treasurer shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose and sign, with the President in the name of the Corporation, all contracts when required by law, the Articles of Incorporation, these Bylaws or by contract to do so. The Secretary shall have charge of all such books and papers as the Board of Directors shall direct, all of which shall at all reasonable time be open to the examination of any Director, and in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors.

            The Secretary/Treasurer shall also have custody of any funds and securities of the Corporation, endorse any checks, notes and other obligations for collection on behalf of the Corporation, and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; sign all checks of the Corporation subject to any required co-signature; sign all receipts and vouchers for payments made to the Corporation; enter or cause to be entered regularly in the books of the Corporation kept for that purpose, full and accurate accounts of any and all monies received and paid on account of the Corporation, and whenever required by the Board of Directors shall render statements of such accounts; shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation, and shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors.

            Section 4.5 - Assistant Secretary and Assistant Treasurer The Board of Directors may from time to time by resolution delegate to any Assistant Treasurer or Treasurers any of the powers or duties herein assigned to the Treasurer; and may similarly delegate to any Assistant Secretary or Secretaries any of the powers or duties herein assigned to the Secretary.

Section 4.6 - Compensation of Officers The Officers shall not be compensated for the performance of services for the Corporation, but may, by resolution of the Board of Directors, be reimbursed for documented expenses incurred on behalf of the Corporation.

ARTICLE V.

COMMITTEES

            Section 5.1 - General The Board of Directors may establish standing committees with such duties and powers in order to carry out the program and purposes of the Corporation, and the President shall designate the individuals from the Board to serve as members and chairpersons of said standing committees.

            Section 5.2 - Meetings and Action of Committees Meetings and action of committees shall be governed by, noticed, held and taken in accordance with a resolution of the Board of Directors. The time for special meetings of the committees may also be fixed by the Board of Directors, but the Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE VI.

DISSOLUTION AND INUREMENT

            Section 6.1 - General Upon the dissolution of the corporation, the Board of Directors or the liquidator appointed to dissolve the Corporation shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation, exclusively for the purposes of the Corporation, in such a manner, or to such organization or organizations organized and operated for purposes consistent with the purposes of this Corporation as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code, or otherwise to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue law), as the Board of Directors may determine. Any assets not so disposed of by the Board of Directors or by the liquidator appointed to dissolve the corporation shall be disposed of by the district court of the parish in which the principal office the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall return them, which are organized and operated exclusively for such purposes.

            Section 6.2 - No Inurement No part of the net earnings of the Corporation shall be distributed to or inure to the benefit of any Director or Officer of the Corporation, within the meaning of Code Section 501(c)(3) of the Internal Revenue Code, and applicable Louisiana law, however, the Corporation may reimburse reasonable expenses incurred on behalf of the Corporation, as provided in these Bylaws.

ARTICLE VII.

INDEMNIFICATION OF OFFICERS,

DIRECTORS, EMPLOYEES AND AGENTS

            Section 7.1 - Indemnification of Directors and Officers: Claims brought by Third Parties The Corporation shall, to the fullest extent authorized or permitted by applicable law, as the same presently exists or may hereafter be amended, indemnify a Director or Officer (the "Indemnitee") who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the Corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or non-profit, against expenses, including attorneys' fees, judgment, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action, suit, or proceedings, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that the conduct was unlawful.

            Section 7.2 - Actions Brought by the Indemnitee Notwithstanding the provisions of Section 7.1, the Corporation shall not indemnify an Indemnitee in connection with any action, suit, proceeding or claim (or part thereof) brought or made by such Indemnitee; unless such action, suit, proceeding or claim (or part thereof) (i) was authorized by the Board of Directors of the Corporation, or (ii) was brought or made to enforce this Article and such Indemnitee has been successful in such action, suit, proceeding or claim (or part thereof).

            Section 7.3 - Approval of Indemnification An indemnification under Section 7.1 or 7.2 of this Article, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 7.1 and 7.2 of this Article. This determination shall be made promptly in any of the following ways:

            (a) By a majority vote of a quorum of the Board consisting of Directors who were not parties to the action, suit, or proceeding.

            (b) If the quorum described in subdivision (a) is not obtainable, then by a majority vote of a committee of Directors who are not parties to the action. The committee shall consist of not less than two (2) disinterested Directors.

            (c) By independent legal counsel in a written opinion.

            Section 7.4 - Advancement of Expenses Expenses incurred in defending a civil or criminal action, suit, or proceeding described in Sections 7.1 or 7.2 of this Article shall be paid promptly by the Corporation in advance of the final disposition of the action, suit or proceeding. If it is determined that the Indemnitee is not entitled to be indemnified by the Corporation, the Indemnitee shall immediately reimburse the Corporation the sum paid in full, with legal interest from the date the sum was paid to the Indemnitee.

            Section 7.5 - Partial Indemnification If an Indemnitee is entitled to indemnification under Section 7.1 or 7.2 of this Article for a portion of expenses including attorney's fees, judgment, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the Corporation shall indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the Indemnitee is entitled to be indemnified.

            Section 7.6 - Indemnification of Employees and Agents Any person who is not covered by the foregoing provisions of this Article and who is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or non-profit may be indemnified if such is approved by the Board in any of the methods set forth above at Section 7.3.

            Section 7.7 - Other Right of Indemnification The indemnification or advancement of expenses provided under Section 7.1 to 7.6 of this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation, these Bylaws, or a contractual agreement. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for in Section 7.1 to 7.4 of this Article continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.

            Section 7.8 - Liability The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, business corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person's status as such.

            Section 7.9 - Liability Limits for Indemnity The Corporation's obligation to indemnify any provision of this Article shall not exceed the limits of any policy of liability insurance which the Corporation may have in place.

            Section 7.10 - Severability Each and every paragraph, sentence, term and provision of this Article shall be considered severable in that, in the event a court finds any paragraph, sentence, term or provision to be invalid or unenforceable, the validity and enforceability, operation, or effect of the remaining paragraphs, sentences, terms, or provisions shall not be affected, and this Article shall be construed in all respects as if the invalid or unenforceable matter had been omitted.          

ARTICLE VIII.

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

            Section 8.1 - Execution of Instruments Except as otherwise provided in these Bylaws, the President may, by resolution of the Board of Directors, authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name, and on behalf, of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee, other than the President, shall have power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

            Section 8.2 - Checks and Notes Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Secretary/Treasurer and countersigned by the President of the Corporation.

            Section 8.3 - Deposits All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

            Section 8.4 - Gifts and Donations The Board of Directors may accept on behalf of the Corporation any donations, contribution, gift, bequest, or devise for the charitable or educational purposes of this Corporation.

ARTICLE IX.

CORPORATE RECORDS, REPORTS AND SEAL

            Section 9.1 - Maintenance of Corporate Records The Corporation shall keep at its principal office:

            (a) Minutes of all meetings of Directors and committees of the Board;

            (b) Adequate and correct books and records and accounts, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

            (c) A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by any Directors, or their agents or attorneys, at all reasonable times during office hours.

            Section 9.2 - Inspection Rights Every Director shall have the absolute right at any time to inspect and copy all books, records and documents of the Corporation.

            Section 9.3 - Annual Report The Board shall use its best efforts to cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation's fiscal year. Such report shall be furnished to all Directors and shall contain the following information:

            (a) The assets and liabilities of the Corporation as of the end of the fiscal year;

            (b) The principal changes in assets and liabilities;

            (c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes;

            (d) The expenses or disbursements of the Corporation for both general and restricted purposes;

            (e) The amount and circumstances of any indemnification, which shall include the names of the interested persons involved, stating each person's involvement with the Corporation, the nature of the indemnification and, the amount of such interest.

            The annual report shall be accompanied by any report thereon of independent accounts, or, if there is no such report, the certificate of an authorized Officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

            Section 9.4 - Fiscal Year The fiscal year of the Corporation shall run from July 1 to June 30.       

ARTICLE X.

AMENDMENTS AND ADDITIONS

            Section 10.1 - Amendments to Bylaws The Corporation's Bylaws may be altered or amended at any duly called meeting of the Directors at which a quorum is present by a majority of those present, provided that written notice naming the substance of the proposed amendment has been sent to each Director of the Corporation at least five (5) days in advance of the date of the meeting, unless such notice is waived by all the Directors.

            Section 10.2 - Amendment to Articles of Incorporation The Corporation's Articles of Incorporation may be altered or amended at any duly called meeting of the Directors at which a quorum is present by a majority of the full Board, provided that written notice naming the substance of the proposed amendment has been sent to each Director of the Corporation at least five (5) days in advance of the date of the meeting, unless such notice is waived by all the Directors.

            Section 10.3 - Rules and Regulations The Board of Directors may adopt additional rules and regulations, general or specific, for the conduct of their meetings, and additional rules and regulations, general or specific, for the conduct of the affairs of the Corporation; provided, however, no such additional rule or regulation shall be inconsistent with or in contravention of any provision of the Articles of Incorporation or these Bylaws. In the absence of specific rule, Roberts Rules of Order shall govern whenever applicable the conduct of all Board and committee meetings.

 

 

 

 

 

            THUS ADOPTED by the Board of Directors on the 7^th day of August, 2008.

           

_________________________________

Jack McLeod, President

 

 

_________________________________

Larry Farley, Vice President

 

 

 

CERTIFICATE

 

            The undersigned Secretary/Treasurer of the Corporation does hereby certify that the above Bylaws were duly adopted by the Board of Directors by unanimous written consent on the ______day of August, 2008.

 

 

_________________________________

Dolores Hackler, Secretary/Treasurer