SHBA

BYLAWS
As amended July 27, 2004

Southern Hills Business Association
P O Box 80344 – Shreveport LA 71148-0344
Voice Mail (318) 687-7808 - Fax (318) 603-9953 – Website http://www.shba-spt.org/

Article I - Name and Organization

Sec. 1. This organization shall be known as the SOUTHERN HILLS BUSINESS ASSOCIATION, hereinafter referred to as the "SHBA" or as the "Association."

Sec. 2. The SOUTHERN HILLS BUSINESS ASSOCIATION is an independent, non-profit corporation organized, established, and existing under the laws of the state of Louisiana, with offices in the city of Shreveport, Louisiana.

Article II - Objectives and Mission

Sec. 1. This association is organized exclusively for charitable, religious educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The association also endeavors to pursue the following activities:

1. To establish an organization of business persons thoroughly representative of the business and professional interests of the Southern Hills area;

2. To promote and encourage the creation and expansion of business and professional organizations in the Southern Hills area;

3. To establish a business climate favorable to Shreveport-based business and professional enterprises;

4. To encourage active participation by local and regional business people and organizations and by Shreveport citizens in all things related to Southern Hills business, professional, and industrial development, expansion, and revitalization;

5. To unite the members of the Southern Hills business community for the purpose of promoting a greater sense of business and social unity.

Article III - Membership

Sec. 1. Eligibility. Any owner, partner, corporate officer or designated representative of any recognized business, business activity, profession, or other legitimate business enterprise whose business or activity has an interest involving citizens of the Southern Hills area or with the Shreveport business community in general, shall be eligible for membership in the Southern Hills Business Association.

Sec. 2. Approval. The Board of Directors shall, at its sole and absolute discretion, but consistent with the provisions of Sec. 1. herein, review and act as the final approving authority for all applications for membership in the Southern Hills Business Association.

Sec. 3. Dues. The annual dues of this Association for regular members shall be in an amount recommended by the Board of Directors and approved by the membership of the Association as part of the approval of the budget at the annual meeting.

Sec. 4. Assessments. Assessments regarding luncheon and/or dinner meetings and/or other special events, activities, or functions conducted by the SHBA shall not be an administrative expense, but will be established either by the Board of Directors or by a majority vote of the active general membership at any regular or special meeting. Any decision by the Board of Directors regarding assessments need not be ratified by the general membership.

Article IV - Board of Directors

Sec. 1. General Management. Board of directors consisting of President, First Vice President, VP Membership, VP Special Events, VP Neighborhood and Civic Affairs, VP Government Affairs, Secretary, Treasurer, Immediate Past President, Media Coordinator, Legal Advisor, Chaplain, non-voting Association Administrator, and up to six members at large. The Association Administrator may simultaneously perform the duties of Treasurer.

Sec. 2. Regular Meetings. Regular meetings of the Board of Directors may be held prior to regular monthly general membership meetings, or at least four times each year.

Sec. 3. Special Meetings. Special meetings of the Board may be called by the President at any time by giving at least two (2) days notice to all Board Members and shall specify the particular business to be transacted at said meeting.

Sec. 4. Quorum. The quorum for all board meetings shall be five members of the Board.

Sec. 5. Vacancies. Any vacancies that may occur may be filled by a majority vote of the membership present at the next regular meeting of the Association for the unexpired term of the Board member whose seat becomes vacant.

Sec. 6. Removal. Any director may be removed from office for cause deemed sufficient by a majority vote of the membership of the Board at a meeting so called for that purpose and his/her successor may be elected at that meeting, subject to the approval of the general membership. Absenteeism from more than one-half of scheduled meetings shall be deemed ‘cause’ for removal.

Sec. 7. Installation and Term of Office. The installation of the directors shall take place at the regular January meeting and they shall hold office for no more than three years each before retiring from the board for a period of at least one year before being eligible to return to a board position. The board will determine an appropriate schedule of rotation so that no more than one-third of elected board members begin their terms as freshmen board members at the same time.

Article V - SHBA Officer and Directors

Sec. 1. The officers of this Corporation shall be as follows and no person may hold more than one office simultaneously with the exception of Association Administrator who may simultaneously perform the duties of Treasurer:

President
First Vice President
Secretary
Treasurer
Past President
VP Membership
VP Special Events
VP Neighborhood and Civic Affairs
VP Government Affairs
Media Coordinator
Legal Advisor
Chaplain
Association Administrator

Sec. 2. Eligibility. Any member in good standing shall be eligible to be elected to serve as an officer or director upon approval of the current board when said member is nominated. No member whose dues are in arrears shall be allowed to serve as an officer or member of the Board of Directors.

Sec. 3. Nominations. The President shall appoint, in September of any given year, a nominating committee of up to four people, who shall compile recommendations for the offices of the President, First Vice President, Vice Presidents as set forth in Article IV, Section 1., Secretary, Treasurer, and Directors as set forth in Article IV, Section 1., and shall present such recommendations to the general membership at the next regular or special meeting. At that time, additional nominations, if any, may be made from the floor, whereupon the nomination process shall be closed. All nominations for the respective officers and directors shall be listed in the meeting notice at which elections will take place.

Sec. 4. Installation and Term of Office. The installation of the SHBA officers and directors shall take place at the regular January meeting and they shall hold office for no more than three years each, or until their successors shall be duly elected, before retiring from the board for a period of at least one year before being eligible to return to a board position. The board will determine an appropriate schedule of rotation so that no more than one-third of elected board members begin their terms as freshmen board members at the same time.

Sec. 5. Duties of the Officers:

1. President: The President shall be the Chief Administrative Officer of the Corporation. He or she shall preside over all meetings of this Association and at all meetings of the Board of Directors. The President shall carry into effect or cause to be carried into effect all orders and resolutions of the Board of Directors, and shall discharge such other duties as may from time to time be prescribed by the Board of Directors and the Membership. The President shall serve on the Board of Directors for one year as Immediate Past President upon completion of his or her term as President; shall direct the official correspondence; shall be an ex-officio member of all committees; shall appoint all committees, not otherwise provided for by vote of the Association or by these By-Laws; and may, at his or her own discretion or upon the written recommendation of the Board of Directors, remove from office any member of the committee, for neglect of duty or for any cause deemed sufficient he or she shall fill all vacancies in committees. The President shall enforce these By-Laws and perform all duties incidental to the office of President.

2. First Vice President: The First Vice President shall, in the absence or disability of the President, perform these duties and exercise the powers of the President and shall perform such other duties as the Board of Directors, members or the President shall prescribe.

3. Secretary: The Secretary shall attend all meetings of the association and of the Board of Directors, and shall be responsible for recording the minutes of all proceedings in books belonging to the Association.

4. Treasurer: The Treasurer shall be responsible for the receipt, care, and custody of all funds of the Association. He or she shall maintain safe custody of all Association funds and securities. All funds of this Association shall be deposited to the credit of this Association in depositories designated by the Board of Directors or members and may be withdrawn only by a check signed by the Treasurer, President, or Immediate Past President. The Treasurer shall keep correct books of account as the membership may require. The Treasurer's books and accounts shall be open for inspection at all times by any officer or member of the Board of Directors.

5. VP Membership: The Vice President of Membership shall be responsible for directing the ongoing activities associated with new member enrollment, membership retention, and other membership activities as directed by the President or the Board of Directors.

6. VP Special Events: The Vice President of Special Events shall be responsible for community, civic, and other special events such as Christmas in the Hills or other such initiatives as directed by the President or the Board of Directors.

7. VP Neighborhood and Civic Affairs: The Vice President of Neighborhood and Civic Affairs shall be responsible for serving as liaison between the Association and other groups within the area with whom interactions are initiated such as the Homeowners Association and perhaps school groups or others as deemed appropriate by the President and/or the Board of Directors.

8. VP Government Affairs: The Vice President for Government Affairs shall be responsible for monitoring activities of Shreveport City Council, Metropolitan Planning Commission, Zoning Board of Appeals, and Caddo Parish Commission, together with any other governmental body empowered to affect changes or recommendations that could impact the greater good of the Association and the City of Shreveport, as well as other duties deemed appropriate by the President and/or Board of Directors.

9. Past President: The Past President will attend all meetings of the Board of Directors and serve as counsel. He or she shall perform such duties as deemed appropriate for the position.

10. Administrator: The Administrator shall be responsible for notifying members and/or officers and directors of meetings of the Association and shall be responsible for attending to all correspondence of the Association. The Administrator shall be under the supervision and direction of the President and shall act as liaison officer between the Association membership, officers, and directors, committee members and/or other parties having legitimate interest in the business activities of the corporation. He or she shall keep the general record of the Association and the seal of the Corporation in his/her charge and shall affix the seal of the corporation when acquired. He or she shall present to the Directors or to the membership all communications addressed to the SHBA or to him or her as Administrator. The Administrator shall file any and all reports or other documents with the Louisiana Secretary of the State or any other legitimate authority by law for a non-profit corporation. He or she shall attend to and perform all duties regarding any matter pertaining to the office of Administrator.

Article VI - Meetings

Sec. 1. Regular Meetings. The regular meetings of the SOUTHERN HILLS BUSINESS ASSOCIATION shall be held within the Southern Hills area on the last Tuesday of each month at least eight times a year. At the sole discretion of the Board of Directors and with ample notice to the general membership, the regular meeting time or location may be changed. The Directors shall use reasonable discretion on changing a meeting schedule based on availability or non-availability of speakers or meeting sites, because of weather, or because of other purposes deemed reasonable by said Board of Directors.

Sec. 2. Special Meetings. The President or a majority of the Board of Directors may call special meetings by giving three (3) days written notice to members.

Sec. 3. Quorum. A quorum will be the majority of current members present at a meeting.

Sec. 4. Parliamentary Procedures. The rules contained in "Robert's Rules of Order Revised" shall govern the Association in all cases in which said Rules are applicable, and in which they are not inconsistent with the By-Laws or any special rules of the Association.

Article VII - Operations

The SOUTHERN HILLS BUSINESS ASSOCIATION shall operate on a calendar year basis defined as January 1st to December 31st.

Article VIII - Execution of Instruments

Sec. 1. Bank Accounts. Bank accounts shall be maintained at banks and trust companies approved by the Board.

Sec. 2. Borrowing. No officer shall have the authority to borrow money in the name of the Association, except by vote of the Board.

Sec. 3. Deeds, Leases, Mortgages, etc. With the advice, consent and written authorization of the Board, deeds, leases, mortgages, contracts, and other legal instruments requiring the signature and/or seal of the Southern Hills Business Association shall be executed in behalf of the Association by the President, or if he or she is not available, by the Vice President and Secretary and Treasurer and Administrator, unless generally or in a particular instance the Board shall otherwise order or provide.

Article IX - Amendments

These Bylaws may be altered, amended, or repealed or revised by a majority vote of the active SHBA members in good standing in attendance at any regular, annual, or special meeting of this Association, provided a copy of such proposed amendments or revisions is discussed and appropriately acted upon. These Bylaws shall be reviewed once every five years or more often as deemed appropriate by the board. A committee consisting of one to three current members appointed by the President shall perform such review.

Bylaws Adopted this _27th__ day of ____July__________, 20_04__.

________________________________ ____________________________________

President Witness

__________________________________ ____________________________________

Executive Director Witness


	BYLAWS As amended July 27, 2004 Southern Hills Business Association P O Box 80344 – Shreveport LA 71148-0344 Voice Mail (318) 687-7808 - Fax (318) 603-9953 – Website http://www.shba-spt.org/ Article I - Name and Organization Sec. 1. This organization shall be known as the SOUTHERN HILLS BUSINESS ASSOCIATION, hereinafter referred to as the "SHBA" or as the "Association." Sec. 2. The SOUTHERN HILLS BUSINESS ASSOCIATION is an independent, non-profit corporation organized, established, and existing under the laws of the state of Louisiana, with offices in the city of Shreveport, Louisiana. Article II - Objectives and Mission Sec. 1. This association is organized exclusively for charitable, religious educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The association also endeavors to pursue the following activities: 1. To establish an organization of business persons thoroughly representative of the business and professional interests of the Southern Hills area; 2. To promote and encourage the creation and expansion of business and professional organizations in the Southern Hills area; 3. To establish a business climate favorable to Shreveport-based business and professional enterprises; 4. To encourage active participation by local and regional business people and organizations and by Shreveport citizens in all things related to Southern Hills business, professional, and industrial development, expansion, and revitalization; 5. To unite the members of the Southern Hills business community for the purpose of promoting a greater sense of business and social unity. Article III - Membership Sec. 1. Eligibility. Any owner, partner, corporate officer or designated representative of any recognized business, business activity, profession, or other legitimate business enterprise whose business or activity has an interest involving citizens of the Southern Hills area or with the Shreveport business community in general, shall be eligible for membership in the Southern Hills Business Association. Sec. 2. Approval. The Board of Directors shall, at its sole and absolute discretion, but consistent with the provisions of Sec. 1. herein, review and act as the final approving authority for all applications for membership in the Southern Hills Business Association. Sec. 3. Dues. The annual dues of this Association for regular members shall be in an amount recommended by the Board of Directors and approved by the membership of the Association as part of the approval of the budget at the annual meeting. Sec. 4. Assessments. Assessments regarding luncheon and/or dinner meetings and/or other special events, activities, or functions conducted by the SHBA shall not be an administrative expense, but will be established either by the Board of Directors or by a majority vote of the active general membership at any regular or special meeting. Any decision by the Board of Directors regarding assessments need not be ratified by the general membership. Article IV - Board of Directors Sec. 1. General Management. Board of directors consisting of President, First Vice President, VP Membership, VP Special Events, VP Neighborhood and Civic Affairs, VP Government Affairs, Secretary, Treasurer, Immediate Past President, Media Coordinator, Legal Advisor, Chaplain, non-voting Association Administrator, and up to six members at large. The Association Administrator may simultaneously perform the duties of Treasurer. Sec. 2. Regular Meetings. Regular meetings of the Board of Directors may be held prior to regular monthly general membership meetings, or at least four times each year. Sec. 3. Special Meetings. Special meetings of the Board may be called by the President at any time by giving at least two (2) days notice to all Board Members and shall specify the particular business to be transacted at said meeting. Sec. 4. Quorum. The quorum for all board meetings shall be five members of the Board. Sec. 5. Vacancies. Any vacancies that may occur may be filled by a majority vote of the membership present at the next regular meeting of the Association for the unexpired term of the Board member whose seat becomes vacant. Sec. 6. Removal. Any director may be removed from office for cause deemed sufficient by a majority vote of the membership of the Board at a meeting so called for that purpose and his/her successor may be elected at that meeting, subject to the approval of the general membership. Absenteeism from more than one-half of scheduled meetings shall be deemed ‘cause’ for removal. Sec. 7. Installation and Term of Office. The installation of the directors shall take place at the regular January meeting and they shall hold office for no more than three years each before retiring from the board for a period of at least one year before being eligible to return to a board position. The board will determine an appropriate schedule of rotation so that no more than one-third of elected board members begin their terms as freshmen board members at the same time. Article V - SHBA Officer and Directors Sec. 1. The officers of this Corporation shall be as follows and no person may hold more than one office simultaneously with the exception of Association Administrator who may simultaneously perform the duties of Treasurer: President First Vice President Secretary Treasurer Past President VP Membership VP Special Events VP Neighborhood and Civic Affairs VP Government Affairs Media Coordinator Legal Advisor Chaplain Association Administrator Sec. 2. Eligibility. Any member in good standing shall be eligible to be elected to serve as an officer or director upon approval of the current board when said member is nominated. No member whose dues are in arrears shall be allowed to serve as an officer or member of the Board of Directors. Sec. 3. Nominations. The President shall appoint, in September of any given year, a nominating committee of up to four people, who shall compile recommendations for the offices of the President, First Vice President, Vice Presidents as set forth in Article IV, Section 1., Secretary, Treasurer, and Directors as set forth in Article IV, Section 1., and shall present such recommendations to the general membership at the next regular or special meeting. At that time, additional nominations, if any, may be made from the floor, whereupon the nomination process shall be closed. All nominations for the respective officers and directors shall be listed in the meeting notice at which elections will take place. Sec. 4. Installation and Term of Office. The installation of the SHBA officers and directors shall take place at the regular January meeting and they shall hold office for no more than three years each, or until their successors shall be duly elected, before retiring from the board for a period of at least one year before being eligible to return to a board position. The board will determine an appropriate schedule of rotation so that no more than one-third of elected board members begin their terms as freshmen board members at the same time. Sec. 5. Duties of the Officers: 1. President: The President shall be the Chief Administrative Officer of the Corporation. He or she shall preside over all meetings of this Association and at all meetings of the Board of Directors. The President shall carry into effect or cause to be carried into effect all orders and resolutions of the Board of Directors, and shall discharge such other duties as may from time to time be prescribed by the Board of Directors and the Membership. The President shall serve on the Board of Directors for one year as Immediate Past President upon completion of his or her term as President; shall direct the official correspondence; shall be an ex-officio member of all committees; shall appoint all committees, not otherwise provided for by vote of the Association or by these By-Laws; and may, at his or her own discretion or upon the written recommendation of the Board of Directors, remove from office any member of the committee, for neglect of duty or for any cause deemed sufficient he or she shall fill all vacancies in committees. The President shall enforce these By-Laws and perform all duties incidental to the office of President. 2. First Vice President: The First Vice President shall, in the absence or disability of the President, perform these duties and exercise the powers of the President and shall perform such other duties as the Board of Directors, members or the President shall prescribe. 3. Secretary: The Secretary shall attend all meetings of the association and of the Board of Directors, and shall be responsible for recording the minutes of all proceedings in books belonging to the Association. 4. Treasurer: The Treasurer shall be responsible for the receipt, care, and custody of all funds of the Association. He or she shall maintain safe custody of all Association funds and securities. All funds of this Association shall be deposited to the credit of this Association in depositories designated by the Board of Directors or members and may be withdrawn only by a check signed by the Treasurer, President, or Immediate Past President. The Treasurer shall keep correct books of account as the membership may require. The Treasurer's books and accounts shall be open for inspection at all times by any officer or member of the Board of Directors. 5. VP Membership: The Vice President of Membership shall be responsible for directing the ongoing activities associated with new member enrollment, membership retention, and other membership activities as directed by the President or the Board of Directors. 6. VP Special Events: The Vice President of Special Events shall be responsible for community, civic, and other special events such as Christmas in the Hills or other such initiatives as directed by the President or the Board of Directors. 7. VP Neighborhood and Civic Affairs: The Vice President of Neighborhood and Civic Affairs shall be responsible for serving as liaison between the Association and other groups within the area with whom interactions are initiated such as the Homeowners Association and perhaps school groups or others as deemed appropriate by the President and/or the Board of Directors. 8. VP Government Affairs: The Vice President for Government Affairs shall be responsible for monitoring activities of Shreveport City Council, Metropolitan Planning Commission, Zoning Board of Appeals, and Caddo Parish Commission, together with any other governmental body empowered to affect changes or recommendations that could impact the greater good of the Association and the City of Shreveport, as well as other duties deemed appropriate by the President and/or Board of Directors. 9. Past President: The Past President will attend all meetings of the Board of Directors and serve as counsel. He or she shall perform such duties as deemed appropriate for the position. 10. Administrator: The Administrator shall be responsible for notifying members and/or officers and directors of meetings of the Association and shall be responsible for attending to all correspondence of the Association. The Administrator shall be under the supervision and direction of the President and shall act as liaison officer between the Association membership, officers, and directors, committee members and/or other parties having legitimate interest in the business activities of the corporation. He or she shall keep the general record of the Association and the seal of the Corporation in his/her charge and shall affix the seal of the corporation when acquired. He or she shall present to the Directors or to the membership all communications addressed to the SHBA or to him or her as Administrator. The Administrator shall file any and all reports or other documents with the Louisiana Secretary of the State or any other legitimate authority by law for a non-profit corporation. He or she shall attend to and perform all duties regarding any matter pertaining to the office of Administrator. Article VI - Meetings Sec. 1. Regular Meetings. The regular meetings of the SOUTHERN HILLS BUSINESS ASSOCIATION shall be held within the Southern Hills area on the last Tuesday of each month at least eight times a year. At the sole discretion of the Board of Directors and with ample notice to the general membership, the regular meeting time or location may be changed. The Directors shall use reasonable discretion on changing a meeting schedule based on availability or non-availability of speakers or meeting sites, because of weather, or because of other purposes deemed reasonable by said Board of Directors. Sec. 2. Special Meetings. The President or a majority of the Board of Directors may call special meetings by giving three (3) days written notice to members. Sec. 3. Quorum. A quorum will be the majority of current members present at a meeting. Sec. 4. Parliamentary Procedures. The rules contained in "Robert's Rules of Order Revised" shall govern the Association in all cases in which said Rules are applicable, and in which they are not inconsistent with the By-Laws or any special rules of the Association. Article VII - Operations The SOUTHERN HILLS BUSINESS ASSOCIATION shall operate on a calendar year basis defined as January 1st to December 31st. Article VIII - Execution of Instruments Sec. 1. Bank Accounts. Bank accounts shall be maintained at banks and trust companies approved by the Board. Sec. 2. Borrowing. No officer shall have the authority to borrow money in the name of the Association, except by vote of the Board. Sec. 3. Deeds, Leases, Mortgages, etc. With the advice, consent and written authorization of the Board, deeds, leases, mortgages, contracts, and other legal instruments requiring the signature and/or seal of the Southern Hills Business Association shall be executed in behalf of the Association by the President, or if he or she is not available, by the Vice President and Secretary and Treasurer and Administrator, unless generally or in a particular instance the Board shall otherwise order or provide. Article IX - Amendments These Bylaws may be altered, amended, or repealed or revised by a majority vote of the active SHBA members in good standing in attendance at any regular, annual, or special meeting of this Association, provided a copy of such proposed amendments or revisions is discussed and appropriately acted upon. These Bylaws shall be reviewed once every five years or more often as deemed appropriate by the board. A committee consisting of one to three current members appointed by the President shall perform such review. Bylaws Adopted this _27th__ day of ____July__________, 20_04__. ________________________________ ____________________________________ President Witness __________________________________ ____________________________________ Executive Director Witness