Charter

PTRA Charter

ARTICLES OF REINCORPORATION OF PLANTATION TRACE RESIDENTS ASSOCIATION

UNITED STATES OF AMERICA, STATE OF LOUISIANA, PARISH OF EAST BATON ROUGE

BE IT KNOWN, That on this ________ day of the month of ________________, in the year of Our Lord two Thousand and Three (2003), before me, a Notary Public, in and for this parish and State, personally came and appeared the several parties of the full age of majority whose signatures are subscribed, who declared, in the presence of the undersigned competent witnesses, that availing themselves of the provisions of Louisiana Revised Statutes (1950), Section 12:201-12:255, they do hereby organize a nonprofit corporation as defined in R.S. 12:201 (7) under and in accordance with these articles of incorporation:

ARTICLE I - NAME

The name of the corporation is the Plantation Trace Residents Association (henceforth referred to as PTRA)

ARTICLE II - PURPOSE

This corporation is organized for the following purposes:

To unite the plot owners in Plantation Trace Subdivision for the betterment of that area in the Parish of East Baton Rouge, State of Louisiana, known as Plantation Trace Subdivision with the intent of promoting the general welfare of that said area;
To gather, receive, and disseminate such information as may seem helpful to plot owners of the subdivision;
To forward and promote the general welfare and prosperity of the area;
To collect fees from plot owners in the Plantation Trace Subdivision for the maintenance and improvement of the subdivision;
To purchase, sell, donate, accept donation of, and hold all kinds of property, both movable and immovable for the maintenance and improvement of the subdivision;
To assist in matters pertaining to the welfare and advancement of the community and generally to do any and all other things connected with or incidental to any of the purposes specified which a nonprofit corporation is permitted to do under the laws of Louisiana.

ARTICLE III - DISSOLUTION

The corporation shall enjoy perpetual corporate existence, unless dissolved in accordance with laws of the state.

ARTICLE IV - ADDRESS

The address of the PTRA shall be:

PTRA

5261 Highland Road, PMB 247

Baton Rouge, LA 70808

ARTICLE V - AGENTS

The registered agents of the PTRA shall be the President and Treasurer of the PTRA. These agents change from year-to-year if the residents elected to these positions change.

ARTICLE VI - STRUCTURE

This corporation shall be organized without capital stock as a nonprofit corporation. Upon becoming a plot owner in the subdivision, membership in the PTRA is automatic, expiring only upon sale of such plot. Ownership of a plot in the subdivision entitles the owner to one vote per plot owned. "One plot-one vote." Votes cannot be subdivided. The majority owner of any plot retains the full vote of the plot. Voting may only take place at annual or special meetings of the association. Proxy votes are allowed via written proxy.
Each plot owner shall pay annual dues for the maintenance and improvement of the subdivision. The amount of such dues shall be determined by majority vote of the plot owners in attendance at the annual meeting of the PTRA.
There shall be no salaried officer of the PTRA.
The PTRA shall be wholly non-political and any attempt on the part of any plot owner to commit the association to the political interest of any individual or party is prohibited.
Membership in this corporation is limited to those persons who own plots in Plantation Trace Subdivision, Baton Rouge, Louisiana.

ARTICLE VII – BOARD OF DIRECTORS

Six elected officers of the PTRA shall serve until election of their successors in accordance with these articles. One appointed officer (secretary) shall serve until appointment of their successor in accordance with these articles.
The direction and administration of this corporation shall be vested in a Board of Directors. This Board of Directors shall be composed of plot owners in Plantation Trace Subdivision. The Board of Directors shall be chosen as follows:

1. During an annual meeting, six (6) Directors shall be elected after nomination from the floor. These elected Directors shall appoint, in a timely fashion and by majority vote among themselves, a secretary (who is not an elected Director) to serve for their term of service. The secretary shall have voting privileges equal to an elected Director.

2. The President of the Board of Directors, elected by nomination from the floor at an annual meeting, must have at least one year’s prior service as a Director. This "prior service" year need not be immediately prior to service as President. No individual shall serve more than two (2) successive terms in the office of President. No individual shall serve more than five (5) terms in the office of President (lifetime limit).
The President and any two Directors, or any four Directors of the Board (excluding the President), may call a meeting of the Board of Directors whenever necessary and transact any business the interests of the association may demand. The President shall be informed in advance of any Board of Directors meeting.
The Board of Directors may meet in open or closed session.
In Board of Directors’ meetings, a quorum shall consist of four (4) or more of the Directors (counting the President as a Director). The President need not be present at a meeting that otherwise consists of a quorum, but shall be informed in advance of all such meetings. A majority vote (more than 50%) of the quorum shall be necessary to approve any and all matters coming before the Board of Directors.
The PTRA agrees to indemnify all Directors (including the President) against any and all legal liabilities arising out of their actions or inactions while in performance of their duties as agents of the PTRA. Only the corporation itself can incur legal liabilities.
Each Director who wishes to serve a consecutive term must be nominated from the floor and elected by a majority of voters at the annual meeting. Any plot owner who possesses a vote can nominate officers. Incumbent officers hold no inherent preference over non-incumbents. Majority vote alone at the annual or special meetings determines whether nominees are elected to the Board.

ARTICLE VIII – DUTIES

Duties of the President of the Board of Directors:

1. The President shall, whenever possible, preside at meetings of the Board of Directors and at the annual and special meetings of the PTRA.

2. The President shall see that all rules of the association are preserved and that Directors perform their duties.

3. The President shall have the authority to act as Agent for the PTRA.

4. Should a President resign during an active term in office, the Board of Directors shall appoint from among themselves an acting President to serve until the next annual meeting.

5. The President shall appoint standing and Ad-Hoc committees as necessary.
Duties of Directors:

1. Directors shall assist the President during all meetings of the PTRA.

2. Directors shall ensure that records are made of all PTRA meetings and all Board of Directors meetings that shall be available to subdivision residents upon request.

3. Directors shall appoint from among themselves a Treasurer, who shall receive all monies paid into the PTRA and who shall keep records of all monies received and paid out. These records shall be made available to any plot owner of the PTRA on request. The Treasurer shall have the authority to act as Agent for the PTRA.

4. The Treasurer shall ensure that any disbursal of PTRA moneys has prior approval of a quorum from a Board of Directors meeting. (The funds of the PTRA shall only be disbursed as directed by the Board of Directors).

ARTICLE IX – MEETINGS

At least one "annual meeting" shall be held per calendar year in March or April. The Board of Directors shall be responsible for notification of the subdivision residents (plot owners) at least seven (7) days in advance of the meeting. Such notification may be made via public sign, or via US mail, or any other method deemed adequate by a quorum of the Board of Directors.
Special meetings may also be called by vote of the Board of Directors or by written request to the Board of Directors by five (5) or more plot owners. Public notification of special meetings shall be done identically to such notification for annual meetings.
Meetings may be held anywhere in East Baton Rouge Parish.

ARTICLE X – ASSOCIATION FEES

Each owner of plot(s) in Plantation Trace Subdivision shall pay fees on an annual basis. Fees become due at the first of each calendar year. Any change in annual fees must be approved by majority vote of plot owners present at the annual meeting of the association. In addition to annual fees, the PTRA may levy ad-hoc special assessments by majority vote of plot owners present at any annual or special meeting of the association.

ARTICLE XI – AMENDMENT

This act of reincorporation may only be altered by amendment. Such amendments shall be approved by two thirds vote of plot owners in attendance at any annual or special meeting of the association.

THUS DONE AND PASSED before me, in Baton Rouge, Louisiana, the month, day, and year first above written, in the presence of:

_________________________________, and__________________________________

who signed their names hereto, together with said appearers, and me, Notary Public, after reading the whole:

WITNESSES:

_________________________________ ____________________________________

NOTARY PUBLIC: ________________________________________________________