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East Jefferson Business Association

Restated Bylaws Adopted October 9, 1990

Amended March 13, 2001

1. Purpose: The purpose of the organization is to work for the business and civic progress in the East Jefferson area and to cooperate with the civic and community organizations in furthering the development of the area.

2. Area: The area served by the organization shall be that area known as East Jefferson, Jefferson Parish, Louisiana.

3. Membership: Individuals who have a significant business interest in the area served by the organization shall be eligible for membership. Membership shall be on a fiscal year basis. All applications for new and renewal membership shall be submitted to the Board of Directors for approval. A majority vote of the board is required for acceptance. The Board of Directors shall terminate the membership of a member who, in the judgment of the Board, conducts himself in a manner detrimental to the Association or its purposes.

4. Voting Rights: Each member shall have one vote in the affairs of the organization. A member must be present at a regular meeting to vote. Proxies or absentee ballots will not be accepted.

5. Board of Directors: The direction and administration of this association shall be vested in the Board of Directors. All of the corporate powers shall be vested in, and all of the business and affairs of the Association shall be managed by the Board of Directors. The Board of Directors shall have the authority to recommend and alter bylaws, including the right to recommend and alter bylaws fixing their qualifications, classifications, or terms of office. Any changes must be approved at a membership meeting. The Board of Directors shall include the officers of the Association and the immediate Past President, who shall serve ex?officio. In addition to these ex?officio members, the membership shall elect a sufficient number of directors to constitute a Board of Directors of fifteen members. The Directors elected by the membership shall serve for a term of 3 years.

Officers:

PRESIDENT – Preside at all meetings and perform all duties incident to his office.

VICE PRESIDENT-PRESIDENT ELECT – Become President, upon his/her acceptance, at the completion of the term as Vice President-President Elect. Prepare the budget as described in Article 12. Act as President in the President’s absence and arrange a program for the regular monthly meetings.

SECOND VICE-PRESIDENT – Serve as Executive Assistant to the President. Arrange for registration and recordation of attendance of the members at all membership meetings.

SECRETARY – Keep minutes of meetings, send out notices, and be custodian of all corporate records, correspondence files and membership records.

TREASURER – Receive and disburse organizational funds, keep records thereof, and maintain a current financial report.

The term of each office shall be one year. The President shall not serve more than two successive terms.

6. Committees: The President shall appoint committee chairpersons, subject to Board approval, with each appointee serving until a new President assumes office, as is required for the conduct of the business of the organization and consistent with its purpose. Chairpersons may select members of the organization to serve on their committee for the purpose of assisting them in their respective undertakings. The Chairman of the Nominating Committee shall be the immediate past president of the Association and shall select a minimum of 2 past presidents and 2 members at large in good standing and the current years president to serve.

7. Meetings: Regular meetings of the Association shall be held on the second Tuesday of each month. No notice of the regular meeting date shall be required for the membership or the directors to transact business at that time. Special meetings may be called by the President or Board in which case reasonable notice shall be given.

8. Elections: The Nominating Committee shall report its nominations to the membership meeting in April of each year. The committee shall nominate one or more persons for each position and nominations may be made from the floor at the membership meetings in April or May. The membership shall then elect officers and directors at the membership meeting in May or June of the same year and to begin their term of office on July 1. An officer or director may be removed for cause by a 2/3 vote of the directors present and voting at any meeting of the Board of Directors in which a quorum is present. Frequent absence from the membership and Board of Directors meeting is sufficient cause for removal. Prior to taking final action on any motion to replace an officer or director, the Board of Directors shall cause written notice to be mailed to the officer or director at his address as appears on the membership records, giving reasonable notice of the date, time, and place of the meeting at which such action is proposed to be taken. The Board of Directors, may, by majority vote of the directors present and voting, fill any vacancy caused by the death, resignation, removal or incapacity of an officer or director.

9. Rules: Robert Rules of Order Revised shall govern this organization in all cases where applicable and where not inconsistent with these bylaws.

10. Business: Any matters of business brought before the Association shall be presented to and acted upon by the Board of Directors. Any motion first made at a meeting of the general membership shall be referred to the Board of Directors and proper committee, if any, for action. The Board of Directors shall act on such motion within 60 days and report its action to the next meeting of the general membership. If the motion has not been enacted by the Board of Directors, the motion may be acted upon by the membership.

11. Budget: Annual dues for each calendar year shall be set in the budget and payable on or before July 1. Fiscal year of the organization shall be one year beginning on July 1st. The newly elected officers shall prepare and shall present a budget to the Board of Directors at its first meeting of the fiscal year. This budget shall be approved by the Board and presented to the membership for approval. Upon approval, this budget shall be the authority for the treasurer to disburse funds not in excess of the amounts budgeted. In order to disburse any funds in excess of the amount budgeted; specific approval of the Board of Directors shall be required. The treasurer shall, at each meeting of the Board of Directors, present a report of current and year?to?date expenditures of the Association and report on the amounts remaining in each item of the budget.

12. Indemnity: This corporation shall have the power of indemnity and defend any person, who was or is threatened to be made a party to any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by the Corporation) by reason of fact that he is or was a director, officer, or employee or is or was serving at the request of the Corporation as a director, officer, employee, or agent from another corporation or entity, against expenses, including attorney’s fees, judgment, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and had no reason to believe his conduct was unlawful.

13. Quorum: A quorum for a regular membership meeting shall be 50 members. A quorum for a Board of Directors meeting shall constitute a majority of the members of the Board of Directors.