BY-LAWS

BY-LAWS

SHENANDOAH NORTH HOMEOWNERS ASSOCOATION

PURPOSE

= ; The purpose of the this Organization is as set forth in Article II of the Artic= les of Incorporation,

The corpo= ration is a non-profit corporation and does not contemplate pecuniary gain or= profit, direct or indirect to its members.

To unite = the property owners and residents of the area who are interested in civic betterment and general welfare of this subdivision in East Baton Rouge Parish, including street improvements and administration. To promote the legislation to improve the area and opp= ose legislation detrimental to the property owners of the area. To uphold subdivision and zoning restrictions, recorded or otherwise, in this ar= ea and to institute and prosecute, in the name of the corporation or any member or members thereof or jointly, such legal or equitable action as deemed necessary.

AREA

= ; The area served by this organization shall be, lots 1 through 131 inclusive, SH= ENANDOAH NORTH SUBDIVISION, situated in East Baton Rouge Parish, Louisiana all accor= ding to the official plan of SHENANDOAH NORTH SUBDIVISION, made by Wiggins and Associated, Inc., Consulting Engineers, on file and of record in the office= s of the Clerk and Recorder for the Parish of East Baton Rouge, Louisiana.

MEMBERSHIP

<= /span>Membership shall be on a calendar year and shall be limited to one vote each single-fa= mily dwelling unit located within the geographical area defined above based upon receipt of dues. Said dues shall be set from time to time by the board and = shall be required to have been received at least one month prior to the annual meeting to entitle the single-family unit to its one vote for the election = of directors and other matters considered by the general membership at the ann= ual meeting.

VOTING

<= /span>Each member at the annual meeting shall have one vote, and each director elected shall have one vote written proxies will be accepted, provided that they are filed with the secretary before the meeting or at the beginning of the meet= ing at which the proxies will be used.

BOARD OF DIRECTORS

<= /span>The Board of Directors shall include the officers of the association and shall = be elected for the term of one year at the annual meeting, with the term of of= fice to begin on the first day of the month following the annual meeting. The initial Board of Directors shall consist of at least three (3) Directors but not more than nine (9) directors.

<= /span>The Board of Directors shall have the power to remove any directors who misses three consecutive meetings and may appoint a director to complete the term = of a director who has been removed or who has resigned or may leave the position vacant, with a quorum being a majority of the remaining directors.

OFFICERS

<= /span>The officers shall be elected by the Board of Directors at the first meeting in= the month in which the new officers assume office; with the exception that president-elect and or vice-president may be selected to provide for more efficient succession of officers.

<= /span>The offices and duties shall be as follows:

<= /span>

<= /span>President – Preside at all meeting, including the Board of Directors meeting where the president shall= be considered the chairman of the board, and otherwise perform all duties inci= dent to the office.

<= /span>Vice-President – The vice-p= resident shall act on behalf of the president in the president’s absence and s= hall otherwise assist in zoning and general public affairs. The district vice-president shall oversee membership and recordation of membership for determination of voting rights at the annual meeting and shall assist in development of communication between the membership and the other internal affairs of the area represented.

<= /span>Secretary – The secretary s= hall keep the minutes of the meetings, send out notices of meetings and other matters, assist the president in the preparing agendas for the meetings, and maintain correspondence and membership records.

Treasurer – The treasurer s= hall receive income form dues, donations, and fund-raising efforts, and shall disburse funds in accordance with the determination of the board of directo= rs. The treasurer shall also maintain a current financial report and ensure compliance with the IRS regulations regarding non-profit corporations.

COMMITTEES

<= /span>The president shall appoint a chairperson of the following committees, with the appointee serving until a new present assumes office. Committee members need not be directors. The following shall be regular standing committees, with other committees created from time to time as needed:

<= /span>Executive Committee – A policy-making committee consisting of current officers and the immediate pa= st president

<= /span>Membership Committee – A committee whose purpose is to increase membership and to organize activities for such purpose.

<= /span>Architectural and Restrictions Commit= tee – A committee to monitor all application to change zoning in the area represe= nted and adjacent there to and to ensure compliance with the recorded deed and subdivision restrictions, latest revision, filed with the Clerk of Court, E= ast Baton Rouge Parish.

<= /span>Police and Fire Committee –= A committee to participate in neighborhood watch and other fire, EMS, and crime preventative measures and to develop a close working relationship with the law enforcement and fire departments serving the area represented.=

<= /span>Welcome Committee – A commi= ttee to monitor all new arrivals to the subdivision. Meet and greet new arrivals with fruit basket, lasted revisions of restrictions, subdivision phone list= of neighbors, meeting schedules, dues, and names of all officers of the subdivision.

<= /span>The president may appoint a nominating committee at least two month prior to the annual meeting to recommend nominees to the board of directors for the following year and to recommend such other committees as required for the conduct of the affairs of the corporation, these may also be tabled from the floor at the annual meeting. Chairpersons appointed by the president may se= lect and recruit committee members from the general membership for the purpose of assisting them in their respective undertakings.

METTINGS

<= /span>Regular meetings of the association, shall be held at least quarterly, on the first= (1^st) Sunday of each month, of the quarter, (Quarters: First Sunday of March, Jun= e, September, and December) at Four (4) o’clock p.m. or at such any other time as the Board of Directors shall set forth, with Fourteen (14) daysR= 17; notice of any change being transmitted to all directors, required. No notic= e of the regular meeting shall be required once fixed by the board. Special Meet= ings may be called by the president or by a majority of the board, or by at least seven (7) members in good standing, in which case reasonable notice shall be given.

<= /span>The date of the annual meeting shall be fixed by the Board of Directors and sha= ll be set initially for the first (1^st) Sunday of September beginni= ng at Four (4) p.m., with reasonable notice given to the membership by signs, newsletter, Emails, or flyers.

ELECTIONS

<= /span>The nominations shall be forwarded to the secretary and report the recommendati= ons to the Board of Directors to the membership at the annual meeting. Addition= al nominations may be received from the floor at this time. If more nominations are made than there are director positions, the membership shall vote on ea= ch director.

<= /span>The newly-elected directors shall elect the officers of the corporation at the first meeting of the new Board of Directors after it takes office or if in agreement of the membership present to proceed with the vote at this time.<= /p>

<= /span>An officer or director may be removed from cause by two-thirds (2/3) vote of t= he directors present and voting at any meeting of the Board of Directors at wh= ich a quorum is present A director who has missed three consecutive monthly meetings or who otherwise has a record of frequent absences from meeting or= who has not participated in the activities of the corporation may be removed fr= om the Board of Directors. The Board of Directors shall mail written notice to= the officer or director at his address as it appears on the membership records, giving reasonable notice of date, time, and place of meeting at which such action is proposed to be taken. The Board of Directors may by Majority vote= of directors’ present voting fill any vacancy caused by death, resignation, removal, or incapacity of an officer or director or may continue operation with a quoru= m of the remaining directors.

<= /span>

10.

RULES

<= /span>Roberts’ Rule of Order, revised, shall govern this organization in all cases where applicable and where not inconsistent with these by-laws

11.

ORDER OF BUSINESS

<= /span>Any matter of business brought before the association shall be presented to and acted upon by the Board of Directors. Any motion not acted upon by the Boar= d of Directors within sixty days can be brought before the general membership at= the annual membership meeting or at a special general membership meeting called= for such purpose by the majority of the Board of Directors.

<= /span>Unless otherwise stated, the order of business for the meeting of the Board of Directors shall be as follows:

Call to order
Calling of the roll
Reading of the minutes of the previous meeting and proposing them for adoption
Announcements and guest speakers
Reports of officers and committees
Unfinished business
New Business
Adjournment

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12.

QUORUM

A quorum of= the Board of Directors shall consist of a majority (51% or greater) of the memb= ers of the Board of Directors with an odd number of members present.

The vote necessary to transact business at the annual meeting shall be a majority of those present and deemed eligible to vote after dues notice has been sent to all membership in good standing.

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13.

AMENDENT OF BY-LAWS

The BY-LAWS= may be amended by a majority vote of the Board of Directors present and voting = at a meeting for which notice has been given thirty (30) days in advance and in which notice to proposed amendment has been stated.

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14.

DUES

Dues are= set at forty ($40.00) dollars per individual single-family unit per year as defined, September 1 through August 31 the following year. Only those members who are current in payment of dues shall be eligible to vote at the annual meeting = and hold office, with one vote to be cast per household and with the membership roll to be closed Thirty (30) days prior to the annual meeting for the purp= oses of determining eligibility for vote at the annual meeting. Dues become deli= nquent ninety (90) days after the due date, at which time membership is subject to cancellation by the Board of Directors.

15.

CHECKING AND SAVING ACCOUNTS

<= /span>The Board of Directors shall be authorized to open such checking, saving, and o= ther accounts as necessary to conduct the financial situations of the corporatio= n, with check of the corporation requiring signature of the treasurer or as designated by the Board of Directors as a requirement for expenditure of fu= nds. A treasurer’s report shall be rendered to the Board of Directors on a monthly basis and shall be rendered by the treasurer at the annual meeting = to the general membership.

16.

DISSOLUTION OF THE CORPORATION

<= /span>At such time as a voluntary or involuntary dissolution of the corporation and distribution of the assets is made, such assets shall be disposed of in accordance with the Article of Incorporation consistent with the Internal Revenue Service rulings in regard to non –profit, tax-exempt, corporations.

<= /span>The foregoing BY-LAWS were presented to the incorporators and initial Board of Directors at the first meeting held for such purpose and are hereby certifi= ed as being adopted by said board as evidenced by the signature of the secreta= ry of the corporation subscribe hereto.

THUS DON= E AND PASSED at Baton Rouge, Louisiana on the &= nbsp; day of &n= bsp; , 2005, before the undersigned competent witnesses and me, Notary, after duly reading of the whole.

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SECREATARY:=

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&n= bsp; = ; &n= bsp; = ; &n= bsp; , NOTARY PUBLIC