CADDO PARISH COMMISSION 505 TRAVIS STREET, GOVERNMENT PLAZA PUBLIC NOTICE WORK SESSION AGENDA Streaming at JUNE 30, :30 P.M.

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1 CADDO PARISH COMMISSION 505 TRAVIS STREET, GOVERNMENT PLAZA PUBLIC NOTICE WORK SESSION AGENDA Streaming at JUNE 30, :30 P.M. 1. ROLL CALL: Commissioners: Dominick District 1 Lynch District 7 Johnson District 2 Escude District 8 Williams District 3 Thibodeaux District 9 Linn District 4 Cox District 10 Bowman District 5 Smith District 11 Baker District 6 Epperson District INVOCATION: PLEDGE OF ALLEGIANCE: AGENDA ADDITIONS: CITIZENS COMMENTS: Citizens who wish to address the Commission must fill out a comment card and forward to the President or the Clerk of the Commission Comments by any citizen will be limited to 3 minutes VISITORS: REPORTS: Administrator Report Documents: ADMINISTRATION REPORT FOR MONDAY JUNE PDF COMMUNIQUES/COMMITTEE REPORTS: 9. PRESIDENT'S REPORT: 10. OLD BUSINESS: 11. NEW BUSINESS: 11.I. Authorize Introduction Of Ordinance No Of 2014

2 To accept the streets in Windwood Estates Subdivision Unit 3 into the Parish of Caddo system (District 2) 11.II. Documents: ORD NO WINDWOOD ESTATES SUBDIVISION UNIT 3 SUBDIVISION.PDF, WINDWOOD ESTATES UNIT 3 MAPS.PDF Authorize Introduction Of Resolution No. 32 Of 2014 Authorizing the organization of the Northwest Louisiana Council of Governments as a Louisiana non-profit corporation and the filing of Articles of Incorporation with the Secretary of State for Louisiana. (Administration) 11.III. Documents: NLCOG - DRAFT ARTICLES OF INCORPORATION PDF, NLCOG - DRAFT BYLAWS PDF, 32 NLCOG AS NONPROFIT CORP.PDF Authorize Introduction Of Resolution No. 33 Of 2014 Authorizing the Parish Administrator to execute a lease agreement with the Caddo Levee District relative to Horace Downs Park (Administration) 11.IV. Documents: RES NO. 33 AUTHORIZING LEASE WITH CADDO LEVEE DISTRICT RE HORACE DOWNS PARK.PDF Authorize Transfer Of $17,000 From Words Of Action Appropriation To First Tee, Inc. Authorize transfer of $17,000 from Words of Action appropriation to First Tee, Inc. (Commissioners Johnson and Williams) 11.V. Authorize The Caddo Parish Administrator To Request A Louisiana Attorney General s Opinion Authorize the Caddo Parish Administrator to request a Louisiana Attorney General s opinion relative to organizations that are funded in part by public dollars are public or quasi-public organizations subject to the Public Records Act (Commissioner Epperson) 11.VI. Authorize Reappointment Of Mrs. Helen Adger Authorize reappointment of Mrs. Helen Adger to the North Caddo Hospital Service District Board, current term expires July 18, (Commissioner Dominick) 11.VII. Authorize Reappointment Of Mr. David L. Nelson Authorize reappointment of Mr. David L. Nelson to the North Caddo Hospital Service District Board, current term expires July 18, 2014.

3 (Commissioner Dominick) 11.VIII. Authorize Appointment Of Mr. Jimmy Flournoy Authorize appointment of Mr. Jimmy Flournoy to the Pine Hill Water Works Board, to replace Mr. Charles Bradford, term expires May 20, (Commissioner Johnson) 11.IX. Authorize Gary Lash, BHP Billiton, As A Visitor For Regular Session Agenda X. Authorize Gary Lash, BHP Billiton, as a visitor for Regular Session Agenda to discuss community issues (Commissioner Epperson) Authorize Superman Blount As A Visitor For The Regular Session Agenda Authorize Superman Blount as a visitor for the Regular Session Agenda to discuss Fit for Life, Inc. event CONSENT AGENDA: Ordinance No of 2014, to deem property surplus and authorize the sale of surplus property owned by the Parish of Caddo (Public Works) Ordinance No of 2014, authoring request to the Louisiana Secretary of State to merge precinct numbers 146 and ADJOURN: (District 1) To all persons desiring to attend and observe a meeting of the Caddo Parish Commission, or who wish to present information to the body: If you have physical limitations that require special accommodations in order for you to attend and participate in a meeting of the Caddo Parish Commission, please contact the office of the Caddo Parish Commission Clerk at (318) , at least 24 hours in advance of the meeting so that an effort can be made to provide those accommodations.

4 INTER-OFFICE CORRESPONDENCE PARISH OF CADDO ADMINISTRATION REPORT DATE: JUNE 30, 2014 TO: FROM: CADDO PARISH COMMISSION ADMINISTRATION INFORMATION 1.) Request for Approval - A Resolution authorizing Northwest Louisiana Council of Governments (NLCOG) as a Louisiana nonprofit corporation and filing articles of incorporation with the office of the Secretary of State for Louisiana ADDITIONAL INFORMATION MAY BE PROVIDED

5 ORDINANCE NO OF 2014 BY CADDO PARISH COMMISSION AN ORDINANCE TO ACCEPT THE STREETS IN WINDWOOD ESTATES SUBDIVISION UNIT 3 INTO THE PARISH OF CADDO SYSTEM, AND TO OTHERWISE PROVIDE WITH RESPECT THERETO WHEREAS, the Parish of Caddo has received a request to accept the streets in Windwood Estates Subdivision Unit 3, into the Parish of Caddo system; and WHEREAS, the Parish of Caddo has received and reviewed the subdivision plat showing a dedication to the Parish of Caddo; and and WHEREAS, the Parish of Caddo has received a two year maintenance bond; WHEREAS, the Parish of Caddo finds that the acceptance of the subdivision into the Parish of Caddo system is in the best interest of the Parish of Caddo. NOW, THEREFORE, BE IT ORDAINED, by the Caddo Parish Commission in due, legal and regular session convened, that the Parish of Caddo hereby accepts into the Parish of Caddo system all of the streets in Windwood Estates Subdivision Unit 3, Caddo Parish, Louisiana as shown on the attached subdivision plat marked as Exhibit A. BE IT FURTHER ORDAINED, that a copy of this ordinance, with a subdivision plat of the Windwood Estates Subdivision Unit 3 attached thereto as Exhibit A, shall be filed in the conveyance records of the Parish of Caddo. BE IT FURTHER ORDAINED, that if any provision or item of this ordinance or application thereof is held invalid, such invalidity shall not affect other provisions, items, or applications which can be given effect without the invalid provision, items or applications, and to this end, the provisions of this ordinance are hereby declared severable. BE IT FURTHER ORDAINED that this ordinance shall be effective ten (10) days after publication in the official journal. BE IT FURTHER ORDAINED, that all ordinances or parts thereof in conflict herewith are hereby repealed. Approved as to legal form: Parish Attorney s Office Date

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10 ARTICLES OF INCORPORATION OF Northwest Louisiana Council of Governments, Inc. A Louisiana Nonprofit Corporation UNITED STATES OF AMERICA STATE OF LOUISIANA PARISH OF CADDO BE IT KNOWN, that on day of, 2014: J. KENT ROGERS Before me, the undersigned Notary Public in and for the Parish and State aforesaid, personally came and appeared the incorporator of the full age of majority whose signature is subscribed who declares, in the presence of the undersigned competent witnesses that, availing himself of the provisions of the Louisiana Nonprofit Corporation law, to-wit, La. Rev. Stat. Ann 12:201 to 12:269, he does hereby organize a nonprofit corporation under and in accordance with these articles of incorporation as follows: ARTICLE I. Name The name of this corporation is the Northwest Louisiana Council of Governments, Inc. (hereinafter, the Corporation ). ARTICLE II. Purposes and Objectives The Corporation is organized and operated exclusively for have the purpose and duty to make studies, maps, plans, recommendations, and reports concerning the physical, environmental, social, economic and governmental characteristics and other aspects which affect the development and welfare of the area as a whole. The purposes and objectives of the

11 Corporation include, without limitation, (a) the coordination of research with governmental units, educational institutions and private organizations; (b) serving as the state appointed Metropolitan Planning Organization (MPO) pursuant to Section 112 of the Federal Aid Highway Act and Section 134, Title 23, US Code and subsequent amendments through the Intermodal Surface Transportation Efficiency Act of 1991, as a prerequisite for Federal Highway and Transit assistance; (c) providing planning assistance to units of local government regarding transportation and urban planning; and (d) to undertake any other lawful acts or activities for which nonprofit corporations may engage under the Louisiana Nonprofit Corporation Law, in effect today and as hereinafter amended. Notwithstanding any other provision of these Articles, the Corporation shall not, except to an insubstantial degree, engage in any other activities or exercise of power that do not further the purposes of the Corporation. The Corporation shall not carry on any other activities not permitted to be carried on by a political subdivision of the State of Louisiana. ARTICLE III. Duration The Corporation shall enjoy perpetual corporate existence unless sooner dissolved in accordance with law. ARTICLE IV. Registered Office The location of its registered office is 625 Texas Street, Shreveport, LA 71107, and its mailing address is the same

12 ARTICLE V. Registered Agent The names and addresses of its registered agent(s) are as follows: J. Kent Rogers 625 Texas Street Shreveport, Louisiana ARTICLE VI. No Private Inurement and Tax Exempt Status The Corporation shall be a non-profit, non-stock corporation. It shall be operated and maintained by funding from member units of government, grants, institutional donations, and state and federal allocations. Under no circumstances shall any of the net earnings or assets of the Corporation inure or be distributed to the benefit of its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Two hereof. The Corporation may participate in, or intervene in (including the publishing or distribution of statements) non-partisan political activities impacting legislation that affects its purpose as stated herein or in the bylaws. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by a political subdivision of the State of Louisiana. ARTICLE VII. Limitations With respect to any taxable year during which the Corporation is classified as a "private foundation," within the meaning of the Internal Revenue Code, the Corporation:

13 (a) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (b) shall distribute its income for such taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code; (c) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (d) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code; and (e) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code. ARTICLE VIII. Dissolution The Corporation may be dissolved in accordance with the Louisiana Nonprofit Corporation Law. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of 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 under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the district court of the parish in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE IX. Membership The authorized number and qualifications of members of the Corporation, if any, the different classes of membership, the property, voting and other rights and privileges of members,

14 and their liability for dues and assessments and the method of collection thereof, shall be set forth in the Bylaws. ARTICLE X. Directors All of the corporate powers of the Corporation shall be vested in and exercised by, and the property, funds, business and affairs of the Corporation shall be managed by, a Board of Directors composed of not less than four (4) persons and not more than seven (7) persons, except that if there are three or fewer members as on the initial incorporation, then there need only be as many Directors as there are members. The Board of Directors may make, amend and repeal the Bylaws, rules and regulations of the Corporation at any annual or special meeting by majority vote thereof, in accordance with La. Rev. Stat. Ann 12:222(A). Such Bylaws may provide for the conduct of the Corporation s business and the regulation and management of the affairs of the Corporation. ARTICLE XI. Initial Directors The initial Board of Directors shall consist of the four (4) persons designated below, who also shall be four (4) initial members of the Corporation, and the terms of such directors shall be as stated below or until their respective successors are duly elected or appointed and qualified. The names and addresses of the persons who shall serve as the initial Board of Directors are:

15 GOVERNMENTAL OFFICIAL Mayor of the City of Bossier Mayor of the City of Shreveport NAME Lorenz Walker 620 Benton Road Bossier City, LA Cedric B. Glover 505 Travis Street. Suite 200 Shreveport, LA71101 TERM EXPIRES The Administrtor of the Bossier Parish Police Jury William R. Altimus 204 Burt Blvd. P.O. Box 70 Benton, LA The Administrator of the Caddo Parish Commission Dr. Woodrow Wilson, Jr. 505 Travis St., Ste. 800 P.O. Box 1127 Shreveport, LA ARTICLE XII. Officers The Board of Directors shall elect the officers of the Corporation, as provided in the Bylaws. ARTICLE XIII. No Personal Liability And Indemnification In accordance with the provisions of La. Rev. Stat. Ann 12:227, as in effect today and as hereinafter amended, no person serving as a director, officer or employee of the Corporation shall be individually liable for contracts, debts or defaults of the Corporation, or for any act or

16 omission including, without limitation, any breach of fiduciary duty or care resulting in damage or injury, if such person was acting in good faith and within the scope of official functions and duties, provided that nothing in this Article XIII shall limit the liability of a director, officer or employee of the Corporation for: (a) any breach of the duty of loyalty to the Corporation; (b) acts or omissions in bad faith, or that involve intentional misconduct or a knowing violation of law; (c) unlawfuldistributions, payments or asset transfers by persons who knowingly and without the exercise of reasonable care and inquiry, participate in or vote for and approve of such unlawful acts; or (d) any transaction from which improper personal benefit was derived by such person. The Corporation shall provide indemnification to a director, officer or employee who is a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer or employee and acted in good faith and in a manner reasonably believed to be in (or not opposed to) the best interests of the Corporation. Such indemnification shall be in accordance with the provisions of La. Rev. Stat. Ann 12:227. ARTICLE XIV. Incorporator The full name and address of the incorporator of the Corporation is as follows: J. Kent Rogers 625 Texas Street Shreveport, LA

17 ARTICLE XV. Amendment These Articles of Incorporation ("Articles") may be amended by a vote of majority of the members present, in person, at any annual or special meeting of the members called for that purpose, or the notice of which specifies consideration of such action as to be made at such meeting. These Articles may not be amended in any manner that would permit the Corporation to be operated other than exclusively for nonprofit purposes. THUS DONE AND PASSED before me, in Shreveport, Louisiana on the day, month and year first above written, in the presence of the undersigned competent witnesses, residing in the Parish of Caddo, after due reading of the whole. WITNESSES: APPEARER: Print Name: J. Kent Rogers Print Name: SWORN TO AND SUBSCRIBED before me on the day, month and year first above written. NOTARY PUBLIC

18 AGENT S AFFIDAVIT AND ACKNOWLEDGMENT OF ACCEPTANCE The undersigned hereby acknowledges and accepts the appointment as the registered agent for and on behalf of Northwest Louisiana Council of Governments, Inc.. By: Name: J. Kent Rogers SWORN TO AND SUBSCRIBED BEFORE ME THIS DAY OF, NOTARY PUBLIC My Commission Expires:

19 BYLAWS OF NORTHWEST LOUISIANA COUNCIL OF GOVERNMENTS, INC. (A LOUISIANA NON-PROFIT CORPORATION) ARTICLE I NAME Section 1. NAME. The name of this corporation is Northwest Louisiana Council of Governments, Inc. ( Corporation ). ARTICLE II PRINCIPAL OFFICE OF THE CORPORATION Section 1. PRINCIPAL OFFICE OF THE CORPORATION. The principal office for the transaction of the activities and affairs of the Corporation is located at 625 Texas Street, Shreveport, Louisiana The Board of Directors may change the location of the principal office. Section 2. OTHER OFFICES OF THE CORPORATION. The Board of Directors may at any time establish a branch or subordinate offices at any place or places where this Corporation is qualified to conduct its activities. ARTICLE III GENERAL AND SPECIFIC PURPOSES; LIMITATIONS Section 1. GENERAL STATEMENT OF POLICY. The physical, economic and social well being of the area is dependent upon an orderly development, coordination and cooperation by the units of local governments on problems pertaining to the entire area. This is only possible with a successful Corporation coordinating their information and actions in dealing with problems that are regional in nature. Certain regional problems arise consistently and constantly, and constructive and workable policies and programs for solving such problems can be devised by regular meetings of this Council of Governments, it being an organization through which the individual units can coordinate their efforts. This Corporation is not a unit of a government nor does it seek to become one. This corporation, as a matter of policy, shall consider such matters as are regional in nature and in addition thereto, may best be dealt with effectively by all units of local governments acting in concert. This basic concept of this Corporation is that the units of government which are members herein are the closest governments to the people in Bossier Parish, Caddo Parish and PAGE 1 of 13

20 the surrounding parishes, and should exercise the basic initiative and leadership necessary and assume the primary responsibilities for dealing with local problems which might require action by the units of local government on a regional basis. In addition, a concerted effort will be made to support and strengthen local government chief executive management capability. Methods used to achieve this objective will focus on improving the chief executive's ability to establish goals, objectives and policies with alternate courses of action, allocating resources effectively, evaluating programs for achieving objectives, devising methods of obtaining effective public participation in policy decisions and assessing program performance. Section 2. GENERAL PURPOSE AND DUTIES. The Corporation shall have the purpose and duty to make studies, maps, plans, recommendations, and reports concerning the physical, environmental, social, economic and governmental characteristics and other aspects which affect the development and welfare of the area as a whole. Specifically, the duties of the Corporation shall include, but not be limited to: 1. Preparing the plans, including studies, maps, recommendations and reports on: (a) (b) (c) (d) (e) (f) Regional goals, objectives, opportunities, needs and standards; including priorities and policies to realize such goals and objectives; Economic and social condition; The general pattern and intensity of land use and open space; The general land, water, and air transportation system, and utility and communication network; The impact of planned improvements upon the environment; and Long-range programming and financing of capital projects and facilities. 2. The coordination of research with other government agencies, educational institutions and private organizations to encourage local comprehensive planning programs for units of local government and to provide technical planning assistance. 3. This activity includes representing the metropolitan service area on membership committees on transportation matters concerning the transportation area as the state appointed Metropolitan Planning Organization (MPO). This assignment is pursuant to Section 112 of the Federal Aid Highway Act and Section 134, Title 23, U.S. code, and subsequent amendments through the Intermodal Surface Transportation Efficiency Act of 1991, as a prerequisite for Federal Highway and Transit assistance. PAGE 2 of 13

21 4. Contracting with and providing planning assistance to units of local governments, coordinating planning activities with adjacent areas and cooperating with the State and Federal governments in coordinating planning activities and programs in the area. 5. Reviewing, evaluating and making recommendations on proposed and amended comprehensive land use, open space, transportation, housing and public facilities plans, and projects and implementing measures of local units of government, making recommendations to achieve compatibility in the area. 6. Undertaking other studies, planning programming, conducting demonstration projects found necessary in the development of plans for the area and coordinating work and exercising all other powers necessary and proper for discharging its duties. Section 3. LIMITATIONS. The Corporation shall not carry on any other activities not permitted to be carried on by political subdivisions of the State of Louisiana. The Corporation may attempt to influence legislation that affects the general purpose and duties listed herein. No part of the net earnings, properties, or assets of the Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the Corporation in a personal capacity. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to the local government units represented on the Board of Directors on a pro rata basis. ARTICLE IV CORPORATION WITHOUT MEMBERS Section 1. NORTHWEST LOUISIANA COUNCIL OF GOVERNMENTS. The Corporation shall be a non-stock corporation. Pursuant to La. Rev. Stat. Ann. 12:217, the Board of Directors shall for all intents and purposes be taken to be the members of the Corporation, and shall exercise all the rights and powers of the members. ARTICLE V BOARD OF DIRECTORS Section 1. GENERAL POWERS. Subject to any limitations of the articles of incorporation, the Corporation s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors (also known as the "Board of Directors" or the "Board"). The Board may delegate the management of the Corporation s activities to any person(s), management company or committees, however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. PAGE 3 of 13

22 Section 2. SPECIFIC POWERS. Without prejudice to the general powers set forth in Section 1 of these bylaws, but subject to the same limitations, the Board of Directors shall have the power to: 1. Appoint and remove, at the pleasure of the Board of Directors, all corporate agents, and employees; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; fix their compensation; and require them security for faithful service. 2. Change the principal office or the principal business office from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities in or outside Louisiana; and designate a place in or outside Louisiana for holding any meeting of members. 3. Borrow money and incur indebtedness on the Corporation s behalf and cause to be executed and delivered for the Corporation s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. 4. Adopt and use a corporate seal; prescribe the forms of membership certificates; and alter the forms of the seal and certificates. Section 3. DIRECTORS. The number of directors shall be seven (7) persons. The following government officials or their designated representatives shall serve as standing directors: (i) The Mayor of the City of Bossier; (ii) The Mayor of the City of Shreveport; (iii) The President of the Bossier Parish Police Jury; and (iv) The President of the Caddo Parish Commission. The three (3) remaining directors shall be at-large directors selected by the standing directors from local government units in the metropolitan planning area who are not represented. Should any government official decline to serve as a director of the Corporation, that official may appoint another person to represent that governmental unit on the Board for a one (1) year term that may be renewed. The initial Board of Directors shall be as follows: GOVERNMENTAL OFFICIAL NAME TERM EXPIRES Mayor of the City of Bossier Lorenz Walker 2017 Mayor of the City of Shreveport The Administrator of the Bossier Parish Police Jury Cedric B. Glover 2014 William R. Altimus 2017 PAGE 4 of 13

23 The Administrator & CEO of the Caddo Parish Commission Dr. Woodrow Wilson, Jr Section 4. STANDING DIRECTORS TERM. Each elected standing director shall serve for the duration of time corresponding to the person s term of qualifying elective office unless otherwise removed from office in accordance with these bylaws, and until a successor has been designated and/or elected. Each standing director who is not elected to office shall serve in perpetuity as long as he or she remains employed by the governmental unit. If a standing director declines to serve on the Board of Directors and appoints a representative to serve in that official s place, the appointed person shall serve a one (1) year that may be renewed. Section 5. AT-LARGE DIRECTORS TERM. Each at-large director shall serve a term equal to two (2) years, which may be renewed. Section 6. EVENTS CAUSING VACANCIES ON BOARD. A vacancy or vacancies on the Board of Directors shall occur in the event of (a) the death or resignation of any director; (b) the declaration by resolution of the Board of Directors of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under Louisiana Nonprofit Corporation Law, under Chapter 2, Title 12 of the Louisiana Revised Statutes; (c) the removal of a standing director for cause; or (d) the increase of the authorized number of directors. Section 7. RESIGNATION OF DIRECTORS. Except as provided below, any director may resign by giving written notice to the Chairman of the Board, if any, or to the Vice-Chairman or the Secretary of the Board. The resignation shall be effective when the notice is given unless the notice specifies a later time for the resignation to become effective. If a director s resignation is effective at a later time, the governmental unit represented by the resigning director may appoint a successor to take office as of the date when the resignation becomes effective. The successor shall serve the time remaining on the term of the resigning director. Section 8. REMOVAL OF DIRECTORS. Standing directors may only be removed by the Board of Directors with cause by an affirmative vote of the majority of the Board of Directors at a duly held meeting at which a quorum is present. The Board of Directors may remove an at-large director with or without cause by an affirmative vote of the majority of the Board of Directors at a duly held meeting at which a quorum is present.. Section 9. VACANCIES FILLED BY GOVERNMENTAL UNIT REPRESENTED. In the event of a vacancy on the Board of Directors, the respective government unit represented shall appoint a successor within thirty (30) days to fill the unexpired term. If the removed director is a standing director, he or she shall be replaced by the president or chairman of the governmental unit s appropriating authority, who shall fill the unexpired term. If vacated, the office of Chairman will be appointed through a special election PAGE 5 of 13

24 to be carried out under the terms of these bylaws. Vacancies on the Board of Directors may be filled by approval of the Board of Directors or, if the number of directors then in office is less than a quorum, by (1) the unanimous consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a special meeting, or (3) a sole remaining director. Section 10. NO VACANCY ON REDUCTION OF NUMBER OF DIRECTORS. Any reduction of the authorized number of directors shall not result in any director s removal before his or her term of office expires. Section 11. PLACE OF BOARD OF DIRECTORS MEETINGS. Meetings shall be held at the principal office of the Corporation. The Board of Directors may designate that a meeting be held at any place within Louisiana or elsewhere that has been designated by resolution of the Board of Directors or in the notice of the meeting. Section 12. ANNUAL AND GENERAL MEETINGS. General Membership meetings of the Board of Directors shall be held as necessary. The Board of Directors shall hold an annual meeting for the purposes of organization, election of officers, and transaction of other business. Notice of this meeting will be provided in accordance with these bylaws and all open meeting laws in the State of Louisiana. Section 13. SPECIAL GENERAL MEETINGS. Special general meetings of the Board of Directors for any purposes or purposes may be called by the Secretary of the Board of Directors by a written notice of such special general meeting. Said written notice must be mailed to each member of the Board of Directors at least three (3) days before such meeting and in accordance with all open meeting laws in the State of Louisiana. Special general meetings for any such purpose or purposes may be called at the request of any director upon complying with these same requirements. Section 14. AUTHORITY TO CALL SPECIAL MEETINGS. Special and emergency meetings of the Board of Directors for any purpose may be called at any time by the Chairman of the Board, the Vice-President, the Secretary, or any two Directors but may only be conducted if two-thirds of the Board of Directors votes that a situation warranting a special or emergency meeting exists and the Board of Directors complies with all open meetings laws in the State of Louisiana. Section 15. NOTICE OF MEETINGS. Regular meetings of the Board of Directors may be held without notice if conducted pursuant to these bylaws and in accordance with all open meeting laws in the State of Louisiana. Section 16. QUORUM. A majority of the authorized number of directors then in office shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the Board. Section 17. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. PAGE 6 of 13

25 Section 18. COMPENSATION AND REIMBURSEMENT. Directors shall serve without compensation except that directors may receive such reimbursement of reasonable travel expenses, and such other expenses as the Board of Directors may establish by resolution to be just and reasonable as to the Corporation at the time that the resolution is adopted. Section 19. NON-LIABILITY OF DIRECTORS. No Director shall be personally liable for the debts, liabilities, or other obligations of this Corporation. ARTICLE VI COMMITTEES AND COMMITTEE MEETINGS Section 1. MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees of the Board of Directors shall be governed by, held, and taken under the provisions of these bylaws concerning meetings and other Board of Directors actions, except that the time for general meetings of such committees and the calling of special meetings of such committees may be set either by Board of Directors resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The Board of Directors may adopt rules for the governance of any committee as long as the rules are consistent with these bylaws. If the Board of Directors has not adopted rules, the committee may do so. Section 2. STANDING COMMITTES. The Standing Committees of the Corporation shall be the Metropolitan Planning Organization Transportation Policy Committee, the ReGIS Policy Committee, and the Technical Coordinating Committee. The Board of Directors may create additional standing committees as needed. Section 3. METROPOLITAN PLANNING ORGANIZATION TRANSPORTATION POLICY COMMITTEE. There shall be a standing committee of the Council for matters dealing with transportation issues. The Transportation Policy Committee shall act as the decision making body for all Metropolitan Planning Organization matters. The Board of Directors will establish the membership of the Transportation Policy Committee and appoint the members by resolution. A quorum of the Transportation Policy Committee shall consist of a simple majority of the members. Section 4. ReGIS POLICY COMMITTEE. There shall be a standing committee of the Corporation for matters dealing with Geographic Information Systems issues for the ReGIS Project. The ReGIS Policy Committee shall act as the decision making body for all ReGIS Project matters.. The Board of Directors will establish the membership of the ReGIS Policy Committee and appoint the members by resolution. A quorum of the ReGIS Policy Committee shall consist of representation by all members. Section 5. TECHNICAL COORDINATING COMMITTEE. There shall be an advisory committee of the Corporation for all technical matters under consideration by the staff or as directed by the Corporation or its committees. The Technical Coordinating Committee PAGE 7 of 13

26 shall serve as a steering committee for all transportation planning studies. The committee may have a maximum of twenty nine (29) members. The Board of Directors will establish the membership of the Technical Coordinating Committee and appoint the members by resolution. A quorum will be attained when seven (7) votes are represented at a meeting. In the case of a tie vote, the Corporation s Executive Director shall also have one (1) vote. In the case that either the City of Bossier City or the City of Shreveport has no representation present, all business will be postponed to the next regularly scheduled meeting but for no longer than one meeting. Alternates must be approved by the Technical Coordinating Committee and registered with the Corporation s office prior to voting at a meeting. ARTICLE VII OFFICERS OF THE CORPORATION Section 1. OFFICES HELD. The officers of this Corporation shall be a Chairman, Vice-Chairman, and a Secretary. The Chairman and Vice-Chairman shall be filed by members of the Board of Directors only. The office of Secretary may be filed by a person not a member of the Board of Directors. Section 2. DUPLICATION OF OFFICE HOLDERS. Any two offices may be held by the same person, but no one person can hold all three offices. Section 3. ELECTION OF OFFICERS. The officers of this Corporation shall be elected at a regular meeting in June or July of each calendar year. Officers will serve one (1) year terms from July 1 to June 30. Section 4. APPOINTMENT OF OTHER OFFICERS. The Board of Directors may appoint and authorize the Chairman of the Board, Vice-Chairman, or another officer to appoint any other officers that the Corporation may require. Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in the bylaws or established by the Board. Section 5. REMOVAL OF OFFICERS. Without prejudice to the rights of any officer under an employment contract, the Board of Directors may remove any officer with or without cause. An officer who was not chosen by the Board of Directors may be removed by any other officer on whom the Board of Directors confers the power of removal. Section 6. RESIGNATION OF OFFICERS. Any officer may resign at any time by giving written notice to the Board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the Corporation under any contract to which the officer is a party. Section 7. VACANCIES IN OFFICE. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointment to that office, provided, however, that vacancies need not be filled on an annual basis. PAGE 8 of 13

27 Section 8. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Board of Directors, shall appoint committees as the Corporation deems necessary and shall appoint such committees as the chairman shall see fit. The Chairman shall see that all orders and resolutions of the Board of Directors are carried out and shall have the power to execute all contracts entered into by this Corporation. The Chairman shall exercise and perform such other powers and duties as the Board of Directors may assign from time to time. Section 9. VICE-CHAIRMAN. The Vice-Chairman, in the absence of or disability of the Chairman, shall perform the duties and exercise the powers of the Chairman and shall perform such duties as the Board of Directors prescribes. When so acting, a Vice- Chairman shall have all powers of and be subject to all restrictions on the Chairman. The Vice- Chairman shall have such other powers and perform such other duties as the Board of Directors or the bylaws may require. Section 10. SECRETARY. The Secretary shall keep or cause to be kept, at the Corporation s principal office or such other place as the Board of Directors may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of committees of the Board, and of members meetings. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at Board of Directors and committee meetings; and the number of members present or represented at members meetings. The Secretary shall keep or cause to be kept, at the Corporation s principal office, a copy of the articles of incorporation and bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board, and of committees of the Board of Directors that these bylaws require to be given. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board of Directors or by bylaws may require. ARTICLE VIII CONTRACTS WITH DIRECTORS AND OFFICERS Section 1. CONTRACTS WITH DIRECTORS AND OFFICERS. No director of this Corporation nor any other corporation, firm, association, or other entity in which one or more of this Corporation s directors are directors or have a material financial interest, shall be interested, directly or indirectly, in the contract or transaction, unless (a) the material facts regarding that director s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board of Directors prior to the Board s consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the Board of Directors by a vote sufficient for that purpose without counting the votes of the interested directors; (c) before authorizing or approving the transaction, the Board of Directors considers and in good faith decides after PAGE 9 of 13

28 reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the Corporation for its own benefit enters into the transaction, which is fair and reasonable to the Corporation at the time the transaction was entered into. This Section does not apply to a transaction that is part of an educational or charitable program of this Corporation if it (a) is approved or authorized by the Corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this Corporation. ARTICLE IX LOANS TO DIRECTORS AND OFFICERS Section 1. LOANS TO DIRECTORS AND OFFICERS. This Corporation shall not lend any money or property to or guarantee the obligation of any director or officer; provided, however, that the Corporation may advance money to a director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses of the Corporation. ARTICLE X INDEMNIFICATION Section 1. INDEMNIFICATION. To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described under Louisiana Nonprofit Corporation law, including persons formerly occupying any such positions, against all expenses, judgments, fines, paying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any proceeding and including an action by or in the right of the Corporation by reason of the fact that the person is or was a person described in that section. ARTICLE XI INSURANCE Section 1. INSURANCE. This Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer s, director s, employee s, or agent s status as such. PAGE 10 of 13

29 ARTICLE XII MAINTENANCE OF CORPORATE RECORDS Section 1. shall maintain: (a) (b) (c) MAINTENANCE OF CORPORATE RECORDS. This Corporation Adequate and correct books and records of account; Written minutes of the proceedings of its members, Board, and committees of the Board; and Such reports and records as required by law. ARTICLE XIII INSPECTION RIGHTS Section 1. DIRECTORS RIGHT TO INSPECT. Every director shall have the right at any reasonable time to inspect the Corporation s books, records, documents of every kind, physical properties, and the records of each subsidiary as permitted by Louisiana and federal law. The inspection may be made in person or by the director s agent or attorney. The right of inspection includes the right to copy and make extracts of documents as permitted by Louisiana and federal law. This right to inspect may be circumscribed in instances where the right to inspect conflicts with Louisiana or federal law pertaining to access to books, records, and documents. Section 2. ACCOUNTING RECORDS AND MINUTES. On written demand on the Corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board of Directors, and committees of the Board of Directors at any reasonable time for a purpose reasonably related to the member s interest as a member. Any such inspection and copying may be made in person or by the member s agent or attorney. This right of inspection extends to the records of any subsidiary of the Corporation. Section 3. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS. This Corporation shall keep at its principal Louisiana office the original or a copy of the article of incorporation and bylaws, as amended to the current date, which shall be open to inspection by the members at all reasonable times during office hours. ARTICLE XIV EMPLOYEES Section 1. EMPLOYEES. The Corporation may retain such employees and agents as it shall deem necessary, who shall be employed for such terms, at such compensation and exercise such powers and perform such duties as shall be determined from time to time by the Corporation. PAGE 11 of 13

30 Section 2. EXECUTIVE DIRECTOR. The chief administrative employee of the Corporation shall be the Executive Director. The director shall be responsible for providing (1) advice and assistance to the Board of Directors and to all committees; (2) supervise all staff work; (3) coordination of the work of any consultants hired by this staff; and (4) such duties as the Board of Directors may from time to time prescribe. ARTICLE XV EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS Section 1. EXECUTION OF INSTRUMENTS. The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of 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 shall have any power or authority to bind the Corporation by any contract or engagement to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 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 at least one of the three authorized signers designated by the Board as responsible for these functions. The Executive Director shall have authority to sign all correspondence, request for grant payments, certification papers and other administrative documents as prescribed by the Corporation. Section 3. MAJOR EXPENDITURES AND DISBURSEMENTS. All expenditures, disbursements or commitments or contract for expenditures or disbursements in the amount of $5,000 or less may be authorized by the Executive Director. All other expenditures shall be authorized by the Board of Directors. Section 4. 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 5. FUNDING SOURCES. The Board of Directors may accept on behalf of the Corporation any contribution, fund, grant, gift, loan and service from the government of the United States or from the State of Louisiana or any department or agency or subdivision or instrument of either governmental unit or other entity including private or civic sources and may expend such funds, grants, gifts, loans equipment, excess Government properties or services in accordance with the regulation set forth in these bylaws and for charitable or public purposes of this Corporation. PAGE 12 of 13

31 ARTICLE XVI FINANCES Section 1. FISCAL YEAR OF THE CORPORATION. The fiscal year of the Corporation shall begin on July 1 st and end on June 30 th, of each year. Those programs with a Fiscal Year beginning date other than July 1 will be handled on an individual basis. Proposed budgets for Corporation shall be available for review by the Board of Directors no later than April 30 th of each year. Section 2. AUDIT. The books of the Corporation shall be audited by an auditor who is approved for state and federal audits by the Louisiana Legislative Auditor and the audit report for each preceding Fiscal year shall be made available to the members of the Board of Directors upon written receipt of the approved audit. ARTICLE XVII BYLAW AMENDMENTS Section 1. BYLAW AMENDMENTS. The Board of Directors may adopt, amend or repeal any of these Bylaws by a majority of the directors present at a meeting duly held at which a quorum is present. PAGE 13 of 13