Friends of Cypress Black Bayou, Inc.

BYLAWS

FRIENDS OF CYPRESS BLACK BAYOU, INC

SECTION I.

PURPOSE

The purpose of the organization is to connect people, share information and be a voice for the community while supporting our lake and recreation area.

SECTION II.

AREA/VISION

The area served by the organization will be Bossier Parish and the area adjacent to and including Cypress Black Bayou Lakes. Our vision is to protect enhance and support the use and development of the Cypress and Black Bayou Lakes for present and future generations.

SECTION III.

MEMBERSHIP

Individuals who have an interest in the area served by the organization will be eligible for membership. Membership will be on a calendar-year basis. All applications for new and renewal membership must be submitted to the board of directors for approval.  A majority vote of the board is required for acceptance. The board of directors will terminate the membership of a member who, in the judgment of the board, conducts himself or herself in a manner detrimental to the association or its purpose.

SECTION IV.

VOTING RIGHTS

Each household member will have one vote in the affairs of the organization. Written proxies will be accepted provided that they are submitted to the secretary prior to the beginning of the meeting in which the proxy will be used. Each member household will be asked to list all voting age members of that household.

SECTION V.

BOARD OF DIRECTORS

The board of directors will include the officers of the association and the immediate past president, who will serve ex-officio.  In addition to these ex-officio members, the membership will elect a sufficient number of directors to constitute a board of directors of 5 members. The directors elected by the membership shall serve for a staggered term of three years.

SECTION VI.

OFFICERS

The officers and their respective duties are as follows:

  1. President:  Preside at all meetings and perform all duties incident to the office.
  2. First Vice President: Prepare the budget as described in Section XII. Act as president in the President’s absence and arrange a program for regular monthly meetings.
  3. Second Vice President: Serve as executive assistant to the President. Arrange for registration and recordation of attendance of the members at all membership meetings.
  4. Secretary:  Keep minutes of meetings, send out notices, and be custodian of all corporate records, correspondence files and membership records.
  5. Treasurer: Receive and disburse organizational funds, keep records of the funds, and maintain a current financial report.
  6. The Term of each office will be one year. The president will not serve more than two successive terms.

SECTION VII.

COMMITTEES

The President shall appoint chairmen to the following committees, with each appointee serving until a new president assumes office:

  1. Membership
  2. Community affairs
  3. Cypress Black Bayou Board affairs
  4. Leases
  5. Nominating committee
  6. Public relations

The President may, subject to board approval, appoint such additional committees and committee chairmen as are required for the conduct of the business of the organization and consistent with its purpose. Chairmen may select members of the organization for the purpose of assisting them in their respective undertakings.

SECTION VIII.

MEETINGS

Regular meetings of the association will be held on the Thursday before the Cypress Black Bayou Board monthly meeting which is the second Tuesday of each month. No notice of the regular meeting date and time will be required for the membership or the directors to transact business at that time.  Special meetings may be called by the President of board, in which case reasonable notice will be given. Acceptable means

of communication are electronic mail, telecommunication, mass text message. A quorum will consist of 3 or more directors.

SECTION IX.

ELECTIONS

The nominating committee must report to the membership meeting in October of each year. The committee must nominate one or more persons for each position and nominations may be made from the floor.  The membership must then elect officers and directors to be installed in  November of the same year.  An officer or director may be removed for cause by a 60 percent 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’ meetings is sufficient cause for removal.  Prior to taking final action on any motion to replace an officer or director, the board of directors must send written notice 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.

SECTION X.

RULES

Roberts Rules of Order Revised shall govern this organization in all cases where applicable and where consistent with these bylaws.

SECTION XI.

BUSINESS

Any matters of business brought before the association must be presented to and acted upon by the board of directors.  Any motion first made at a meeting of the general membership must be referred to the board of directors and the proper committee, if any, for action.  The board of directors must act on such motion within 60 days and report its action at 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.

SECTION XII.

BUDGET

Annual dues for each calendar year must be set in the budget and payable on or before January 1.  The dues collected for any given calendar year will constitute income for the following fiscal year of the organization which will be one year beginning on July 1.  The newly elected officers must prepare and present to the board of directors at its first meeting of the fiscal year a budget showing the receipts already received for the fiscal year and the proposed expenses.  This budget must be approved by the board and presented to the membership for approval.  Upon approval, this budget will 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 must be required.  In order to expend, during any fiscal year, funds in excess of receipts, specific approval must be obtained from the membership.  The treasurer will, 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.

SECTION XIII.

INDEMNITY

This corporation will have the power to indemnify 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 the fact that he or she 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, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and had no reason to believe his or her conduct was unlawful.