STATE OF LOUISIANA
ASSOCIATION, INC. PARISH
OF ST. TAMMANY
HOMEOWNERS ASSOCIATION, INC. hereinafter referred to as the
"Association"), a non-profit Louisiana corporation, formed under the
laws of the State of Louisiana, having for its purpose the governing of a
particular subdivision property known as Breckenridge Subdivision, and with
particular reference to the rules and regulations as may be established from
time to time by the Breckenridge Homeowners Association, Inc., and the
Restrictive Covenants of Breckenridge Subdivision recorded in the official
records of St. Tammany Parish, Louisiana, does hereby adopt the following set
of By-Laws which shall assist in governing the Association and the Breckenridge
or future owners, lessees, invitees, tenants or occupants of the Breckenridge Subdivision
property as more fully set out in the Articles of Incorporation of the
Association, or any other individual who may use the facilities or come upon
the Breckenridge Subdivision property in any manner are subject to the
regulations set forth in these By-Laws, the Articles of Incorporation of the
Association and the Restrictive Covenants recorded in the official records of
St. Tammany Parish, Louisiana. The
ownership, rental, occupancy or presence of any individual, firm, person or
corporation, of subdivision property will signify and constitute notification
and acceptance of these By-Laws, the Articles of the Association, the
Restrictive Covenants and the rules and regulations of Breckenridge Subdivision
by such owner, occupant, tenant, employee, invitee or any other person.
The principal office of the
Association shall be located at 1204 Breckenridge Drive, Slidell, Louisiana
70461, and such other place, or places as the Board of Directors of the
Association may designate.
meetings of the members or the Association shall take place at a location
within St. Tammany Parish to be designated by the Board or Directors in a
notice or meeting.
2. An annual meeting of the members
shall be held on the second Thursday in June of each year commencing in 2003,
provided that if the second Thursday be a legal holiday, then the meeting shall
occur on the next succeeding day, not a legal holiday, for the purpose of
selecting Directors and for the transaction or such other business as may be
properly brought before the meeting or the members.
3. Special meetings of the members,
for any purpose, may be called by the President of the Association or the Board
or Directors and shall be called by such officers upon receipt of a written
request from any member or members holding in the aggregate one-third (1/3) of
the total voting power.
4. Notice of all member meetings,
stating the time and place and the object for which the meeting is called shall
be given by the President or Secretary unless waived in writing by eighty
percent (80%) of the total voting power.
Such notices shall be in writing to each member at his/her address as it
appears on the books of the Association and shall be mailed not less than ten
(10) days, nor more than sixty (60) days, prior to the date of the
meeting. Proof of such mailing may be
given by affidavit or in the signed minutes of the meeting.
5. The presence, in person or by
written proxy, of the holders of a majority of the total voting power shall
constitute a quorum.
6. When a quorum is present at any
meeting, the holders of fifty-one percent (51%) of the voting rights present or
represented by written proxy shall decide any question brought before the
meeting, unless the question is one upon which by expressed provision of the
statutes, the Articles of Incorporation, the Restrictive Covenants or these
By-Laws a different vote is required, in which case such expressed provision
shall govern and control the decision on such a question.
7. In any meeting of members, each lot
owner shall be entitled to cast one (1) vote for each lot which he owns. If a lot is owned by one person his right to
vote shall be established by the record title of his lot. If a lot is owned by more than one person,
the person entitled to cast the vote for the lot shall be designated by a
certificate of appointment signed by all of the record owners of the lot filed
with the Secretary of this Association.
If the lot is owned by a corporation, the person entitled to cast the
vote for the lot shall be designated by the President or Vice-President and
attested by the Secretary or Assistant Secretary of such corporation and filed
with the Secretary of this Association.
The certificate shall be valid until revoked, or until a change in the
ownership of the lot concerned. A
certificate designating the person entitled to cast the vote of a lot may be
revoked at any time by the owner thereof.
Votes may be cast in person or by written proxy. Proxies may be made by any person entitled
to vote. They shall be valid only for
the particular meeting designated and must be filed with the Secretary before
the appointed time of the meeting.
8. If any meeting of the members
cannot be organized because of a lack of quorum, the members who are present,
either in person or by proxy, may adjourn the meeting from time to time until a
quorum is present. Notwithstanding the
foregoing, in the case of any meeting called for the election of directors,
those who attend the second of such adjourned meetings, although less than the
quorum fixed by this article, shall nevertheless constitute a quorum for the
purpose of electing Directors.
9. The order of business at annual
members meetings and as far as practical at all other members meetings, shall
A) At the initial meeting an election
of chairmen of the meeting;
B) Calling the roll and certifying
proxies by the secretary or at the initial meeting
by the chairman of the meeting so designated;
C) Proof of notice of meeting or waiver
D) Reading and disposal of the minutes;
E) Reports of officers;
F) Reports of committees;
G) Election of Directors, if necessary;
H) Unfinished business;
I) New Business;
10. Whenever, by any provision of law, the
restrictive covenants of Breckenridge Subdivision, the Articles of
Incorporation of Breckenridge Homeowners Association, Inc., these By-Laws, or
the rules and regulations of Breckenridge Subdivision, the affirmative vote of
members is required to authorize or constitute action by the Association, the
consent in writing to such action, signed by all of the members having voting
power in the particular question shall be sufficient for the purpose, without
necessity for a meeting of the Members.
The consent, together with a certificate by the secretary of the
Association to the affect that the subscribers to the consent constitute all
the members entitled to vote on the particular question, shall be filed with
the records of the proceedings of the members.
1. The affairs of the Association
shall be managed by a Board of Directors consisting of not less than three (3)
persons nor more than seven (7) as determined from time to time by the
members. Each member of the Board of
Directors shall be a lot owner, or in the event of a corporate ownership, an
officer or designated agent thereof.
2. Election of Directors.
A) After retirement of the original
directors, election of directors shall be conducted at the annual membership
meeting. A nominating committee shall
be appointed by the Board of Directors at least thirty (30) days prior to the
annual members meeting. Additional
nominations for directorships and directors may be made from the floor. The election shall be by baIlot (unless
dispensed with by unanimous consent) and by a plurality of the votes cast, each
person voting being entitled to cast his votes for each of as many nominees as
there are vacancies to be filled. There
shall be no cumulative voting.
B) Except as to vacancies provided by
removal of Directors by members, vacancies in the Board of Directors occurring
between annual meetings of members shall be filled by the remaining directors.
C) Any director may be removed by
concurrence of two-thirds (2/3) of the votes of the entire membership at a
special meeting of the members called for that purpose. The vacancy in the Board of Directors so
created shall be filled by the members of the Association at the same meeting.
3. Directors Meetings.
A) The organization meeting of
newly-elected Board of Directors shall be held within ten (10) days of their
election at such place and time as shall be fixed by the directors at the
meeting at which they are elected, and no further notice of the organization
meeting shall be necessary, providing a quorum of elected directors shall be
B) Regular meetings of the Board of
Directors may be held at such time and place as shall be determined, from time
to time, by a majority of the directors.
Notice of regular meetings shall be given to each director, personally
or by mail, telephone or telegraph, at least three (3) days prior to the day
named for such meeting, unless such notice is waived.
C) Special meetings of the directors
may be called by the President, and must be called by the Secretary at the written
request of one-third (1/3) of the votes of the Board. Not less than three (3) days notice of the meeting shall be given
personally or by mail, telephone or telegraph, which notice shall state the
time, place and purpose of the meeting.
D) Any director may waive notice of the
meeting before, during or after the meeting and such waiver shall be deemed
equivalent to the giving of notice.
E) A quorum at directors meetings shall
consist of the directors entitled to cast four-fifths (4/5) of the votes of the
entire Board. The acts of the Board
approved by fifty-one percent (51%) of the votes present at a meeting at which
a quorum is present shall constitute the acts of the Board of Directors, except
as specifically otherwise provided by law or in the Restrictive Covenants,
Articles of Incorporation, By-Laws or Rules and Regulations of the
Association. If at any meeting of the
Board of Directors less than a quorum is present, the majority of those present
may adjourn the meeting from time to time until a quorum is present. At an adjourned meeting, any business which
might have been transacted at the meeting as originally called may be
transacted without further notice. The
joinder of Directors in the action or a meeting by signing and concurring in
the minutes thereof shall constitute the presence of such directors for the
purpose of determining a quorum.
F) The presiding officer of the
directors meetings shall be the President if such an officer has been elected,
and if none, then the directors present shall designate one of their number to
G) Any action which may be taken at a
meeting of the Board of Directors, or at a meeting of any committee, may be
taken by a consent in writing, signed by all of the members of the Board of
Directors or by all of the members of the committee, as the case may be, filed
with the records or proceedings of the Board or committee.
H) Directors fees, if any, shall be
determined by the members.
4. All of the powers and duties of the
Association existing under law, and in accordance with the Restrictive
Covenants of Breckenridge Subdivision and other documents regarding the
Association, By-Laws, Articles of Incorporation, Rules and Regulations and
Restrictive Covenants of Breckenridge Subdivision shall be exercised exclusively
by the Board of Directors, its agents, contractors, or employees, subject
however, to the provisions of the Restrictive Covenants and to the approval of
the lot owners and the members of the Association when such is specifically
required. Compensation of the employees
of the Association shall be fixed by the directors. A director may also be an employee of the Association.
1. The executive officers of the
Association shall be President, Vice-President, Secretary and Treasurer, all of
whom shall be directors. All officers
shall be elected annually by the Board or Directors and may be peremptorily
removed by vote of the directors at any meeting thereof. Any person may hold two offices except that
the president shall not also be the secretary.
The Board of Directors shall from time to time elect such other officers
and designate their powers and duties as the Board shall find to be required to
manage the affairs of the Association.
2. The President shall be the chief
executive officer of the Association.
He shall have all of the powers and duties which are usually vested in
the office of president of an association, including, but not limited to, the
power to appoint committees from among the members from time to time, as he may
in his discretion determine appropriate, to assist in the conduct of the
affairs of the Association and to preside over the member meetings.
3. The Vice-President shall, in the
absence or disability of the President, exercise the powers and perform the duties
of the President. He shall also
generally assist the president and exercise such other powers and perform such
other duties as shall be prescribed by the directors.
4. The Secretary shall keep the minute
book wherein the resolution of all proceedings of the directors and the members
shall be recorded. He shall attend to
the giving and serving of all notices to the members and directors and other
notices required by law. He shall keep
the records of the Association, except those of the Treasurer, and shall
perform all other duties incident to the office of Secretary of an Association
and as may be required by the directors or the President.
5. The Treasurer shall have custody of
all property of the Association including funds, securities and evidences of
indebtedness. He shall keep the books
of the Association in accordance with good accounting practice; and he shall
perform all other duties incident to the office of Treasurer.
ASSESSMENTS AND FISCAL MANAGEMENT
1. On or before December 1st
of each year, the Board of Directors shall prepare a budget (the "AnnuaI
Budget") based on an estimate of the total amount required for the cost of
wages, materials, insurance, services and supplies and other common expenses
which will be required during the ensuing calendar year for the management of
the Association and the maintenance of the property of Breckenridge
Subdivision, together with reasonable amounts considered by the Board to be
necessary for the reserves hereinafter established. On or before December 15th of each year, the Board
shall give each lot owner a copy of the proposed Annual Budget for the ensuing
year together with a written statement of the annual and monthly assessments
pertaining to the lot, which assessments shall be fixed in accordance with the
provisions of the Restrictive Covenants of Breckenridge Subdivision, the
Articles and By-Laws of the Association.
If the budget, or proposed assessments are amended, a copy of the
amended budget or statement of assessment shall be furnished to each lot owner
concerned. The Association membership
shall approve this budget at the next annual meeting by a two-thirds (2/3)
majority of the voting rights present or represented by written proxy at such
2. The failure or delay of the Board
of Directors to prepare or to transmit to lot owners an Annual Budget or
statement of assessments shall not constitute a waiver or release in any manner
of any lot owner's obligation to pay assessments against his lot, whenever the
same shall be determined, and in the absence of an Annual Budget or statement
of assessments, each lot owner shall continue to pay the existing monthly
installments against the assessments established for the previous period until
changed by delivery of a revised statement of assessments.
3. In the event that the Annual Budget
and the assessments made pursuant thereto prove to be insufficient for any
reason, including non-payment of any assessment, the Annual Budget and
assessments therefor may be amended at any time by the Board of Directors and
supplemental or additional assessments made.
Notice of such amended budget and assessments shall be given as provided
in Section I of this Article.
4. When the first Board of Directors
takes office, it shall forthwith determine the Annual Budget for the current
year office and ending on December 31st of the same calendar
year. Assessments shall be levied
during this period as provided in Section I of this Article and in accordance
with the Restrictive Covenants.
5. The Annual Budget shall include
allocation for, and the funds and expenditures of the Association shall be
credited and charged to, accounts under the following classifications as shall
be appropriate, all of which expenditures shall be expenses of the Association:
A) Current operating expenses
B) Reserve for alterations and
C) Working capital
of Directors in its absolute discretion may establish from time to time such
other accounts or budget classifications as it may deem appropriate for the
proper administration of the property in Breckenridge Subdivision under the
management or maintenance of the Association.
6. Extraordinary or emergency
expenditures not originally included in the Annual Budget which may become
necessary shall be first charged against any appropriate reserves available for
such contingencies, and to the extent such reserves are unavailable or
inadequate, the Board of Directors may levy an additional assessment against
lot owners. Such assessments shall have
the assent of the members representing fifty-one percent (51%) of the then
members of the Association. A meeting
of the members shall be duly called for this purpose, written notice of which
shall be sent to all members at least (10) days, but not more than thirty (30)
days, in advance of such meeting, which notice shall set forth the purpose of
the meeting. These assessments which
the Board of Directors may levy against lots and lot owners shall be made,
apportioned and collected in the manner set forth in those provisions of the
Restrictive Covenants of Breckenridge Subdivision, and further in accordance
with LSA R.S. 9:1145 et seq.
7. At the annual members meeting of
each year, the Board of Directors shall provide all lot owners present with a
copy of an audit or itemized accounting of the expenses actually incurred and
paid for the preceding year by the Association, together with a tabulation of
all amounts collected pursuant to assessments levied, and showing the net
amount over or short of actual expenditures plus reserves. Any amount accumulated in excess of the
amount required for actual expenses and reserves shall be surplus and shall be
apportioned among the lot owners accounts as provided for in the Restrictive
Covenants or these By-Laws. Any net
shortage shall, at the option of the Board, either be accounted for in the
Annual Budget for the current year or added to each owner's assessment for the
current year to be paid with the installments against assessments due in the
six (6) months immediately succeeding the annual meeting.
B. The Treasurer shall keep full and
correct books and accounts, including itemized records of all receipts and
expenditures, and the same shall be open for inspection by any lot owner, any
representative of a lot owner duly authorized in writing or any mortgagee of a
lot at such reasonable time or times during normal business hours as may be
requested by the lot owner or his representative or mortgagee. The Treasurer shall also maintain a separate
account for each lot which shall be kept current at all times and which shall
A) The name and address of the lot
owner or owners, and the mortgagee of
the lot, if any;
B) The amount and due date of all
assessments pertaining to the lot;
C) All amounts paid on account;
D) Any balance due.
written request of a lot owner or his mortgagee, the Treasurer shall promptly
furnish a certificate or statement of account setting forth the amount of any
unpaid assessments or other charges due and owing by such lot owner.
9. Any installments on assessments
shall be payable to the order of Breckenridge Homeowners Association, Inc. and
shall be paid at the principal office of the Association; or to such other
person or entity and in such other places as the Board of Directors may from
time to time designate.
installment on any assessment authorized hereunder or under the deed
restrictions shall be a debt and obligation of the lot, and the owner of the
lot against which it is levied. In the
event of nonpayment of an assessment within fifteen (15) days after it is due,
it shall become delinquent and shall bear interest at the rate of twelve
percent (12%) per annum and may also, by resolution of the Board of Directors,
subject the member obligated to pay the same to the payment of such other penalty
or "late charge" as the Board may fix. In the event of nonpayment of an assessment with the fifteen (15)
day period provided above, a lien affidavit setting forth the amount due shall
be filed against the lot and the lot owner thereof as authorized by and
provided for in LSA R.S. 9:1145 et seq.
The Association is further authorized to file suit in its own name in
any court of competent jurisdiction to perfect said lien and collect said
assessments, late charges and other penalties, as well as to enforce any other
provisions of the subdivision restrictions and/or rules and regulations. The party cast in judgment shall pay all
reasonable attorneys fees and costs.
event of nonpayment of amounts due the Association, the Secretary or Treasurer
shall, not later than fifteen (15) days after any assessment levied pursuant to
this act becomes due, take necessary
measures to file in the records of the Clerk of Court for the Parish of St.
Tammany a claim of lien on behalf of the Association and against the lot of the
delinquent owner liable for such assessment.
The claim of lien shall be signed and verified by affidavit of any
director or officer of the Association and shall include:
A) a description of the lot or parcel
of land owned by the delinquent Association
member and any other information necessary for proper identification;
B) the name of the record lot owner;
C) the amount of all delinquent
installments or payments or assessments;
D) the date on which said installments
or payments became delinquent, all
in accordance with LSA R.S. 9:1145 et seq.
event that payment of the claim of lien is not forthcoming after filing of the
claim of lien, the Board of Directors shall take necessary measures to have
filed on behalf of the Association a suit on such claim in a civil action in a
court of competent jurisdiction in St. Tammany Parish. Any suit and notice of lis pendens must be
filed before the expiration of one (1) year after the date of recordation of
the inscription of lien is filed with the Clerk of Court for St. Tammany
for assessments against lots shall be subordinate in rank to any mortgage or
lien on any lot filed for record in the official records of St. Tammany Parish
prior to the lien for such assessments.
shall, upon demand, at any time furnish to any member liable for any assessment
levied pursuant to this act (or any other party legitimately interested in the
same) a certificate in writing signed by an officer of the Association, setting
forth the status of the assessment, i.e., whether the same is paid or
unpaid. Such certificate shall be
presumptive evidence of the payment of any assessment therein stated to have
been paid. A reasonable charge may be
levied in advance by the Association for each certificate so delivered.
default in the payment of any one or more periodic installments of any
assessment levied pursuant to this act, or any other installment thereof, the entire balance of said
assessment may be accelerated at the option of the Board of Directors and may
be declared due and payable in full.
recorded first mortgage secured on a lot in Breckenridge Subdivision may
provide that any default by the mortgagor in the payment of any assessment
levied pursuant to this act, or any installment thereof, shall likewise be a
default in such mortgage (or the indebtedness secured thereby); but failure to
include such a provision in any such mortgage shall not affect the validity of
such mortgage (or the indebtedness secured thereby).
10. Any lot owner who mortgages his lot
shall notify the Secretary of the name and address of his mortgagee and any
such mortgagee shall have the right to notify the Secretary of the existence of
a mortgage on a lot. The Secretary
shall maintain such information in a special book or file. The Treasurer will promptly report to a
mortgagee of a lot any unpaid assessments or other default by the owner of such
lot. A copy of every notice of default
and claim for delinquent installment or assessment or claim or lien sent by the
Association to a lot owner shall also be sent to the mortgagee of the lot whose
name and address has heretofore been furnished the Association, however, the
failure to send such notice to the mortgagee or the lot owner shall not affect
the validity of the lien filed in accordance with law in the official records
or St. Tammany Parish, Louisiana.
11. The depositors of the Association
shall be such bank or banks as shall be designated from time to time by the
Board of Directors. Withdrawals of
money for such accounts shall be only by check signed by such persons as are
authorized by resolutions of the Board of Directors. All funds collected by the Association from assessments may be
commingled in a single fund but they shall be held for the lot owners in the
respective shares in which they are paid and credited to accounts from which
shall be paid the expenses for which the respective assessments were made.
12. Fidelity bonds shall be required by
the Board of Directors from all officers, employees of the Association, or
other persons or contractors handling or responsible for the Associations
funds. The amount of such bond shall be
determined by the Board of Directors, but shall be at least the amount of the
total annual assessments against all lots in Breckenridge Subdivision. The premiums on such bonds shall be paid by
the Association and be considered a part of the Association's expenses.
1. The Board of Directors may in its
discretion, and shall at the direction of the members holding two-thirds (2/3)
of the total votes of the Association, adopt or amend reasonable rules and
regulations concerning the details of operation and use of the Breckenridge
Subdivision property, including regulations concerning conduct, maintenance,
conservation, beautification and safety within Breckenridge Subdivision. Such rules are to promote a healthy,
comfortable, and safe environment for the members of the Association, their guests
2. Written notice of the adoption or
amendment of such rules and regulations and a copy thereof shall be furnished
to each record lot owner prior to the effective date and a copy of the current
rules and regulations applicable to Breckenridge Subdivision shall be
maintained at all times in the records of the Association, and shall further be
provided to each new purchaser of a lot in Breckenridge Subdivision upon his
registering his name with the Secretary of the Association.
1. Any notice required by the Restrictive
Covenants, Articles or By-Laws of Breckenridge Subdivision or by law to be
given in writing to any lot owner to another lot owner or the Association or
its Board of Directors or by the Association or its Board of Directors to any
lot owner, Association member or other person or entity shall be deemed
sufficient if delivered personally or deposited in the United States mail,
registered or certified mail, addressed to the registered office of the
Association, as filed with the Louisiana Secretary of State, with respect to
the Association, and to the last address of such lot owner, Association member
or other person appearing in the records of the Association.
2. A written waiver or any required
notice, executed by the person or persons entitled to such notice, whether
executed before or after the required time for the notice, shall be deemed
equivalent to the required notice.
Rules of Order (latest edition) shall govern the conduct of Association
proceedings when not in conflict with the Restrictive Covenants, Articles of
Incorporation or these By-Laws or with the Laws of the State of Louisiana.
to the By-Laws shall be proposed and adopted in the following manner:
1. Notice of the subject matter of a
proposed amendment shall be included in the notice of any meeting at which a
proposed amendment is considered.
2. A resolution adopting a proposed
amendment must receive approval by a vote of two-thirds (2/3) of the entire
membership. Members not present at the
meetings considering the amendment may express their approval in writing
thereafter. Until the first election of
directors by the members at an annual meeting, By-Laws may be approved by the
unanimous vote of the directors.
3. An amendment may be proposed by
either the Board of Directors or by any member of the Association.
4. An amendment when adopted as set
forth in Section 2 of this Article above shall become effective only after a
copy of the same, certified by the President and Secretary as having been duly
adopted, is recorded with the Clerk of Court of St. Tammany Parish, Louisiana,
in the same manner as recordation of the original Restrictive Covenants to
which the original Articles of Incorporation and By-Laws are annexed as an
5. These By-Laws shall be amended, if
necessary, so as to make the same consistent with the provisions of the
Articles of Incorporation and the Restrictive
Covenants and as required by law.
6. No amendment shall discriminate
against any lot owner (including the Developer) or against any lot or class or
group of lots unless the lot owner so affected shall consent.
7. No amendment to these By-Laws shall
operate to change any lot owner's share or the total expenses of the
Association, or change the voting rights of its members, unless the record
owner of the lot concerned and all rnortgagees who have duly recorded
instruments in the records of St. Tammany Parish and whose mortgage instrument
is registered with the Secretary of this Association shall join in the
execution of the amendment.
B. Notwithstanding the foregoing,
during such time as the Developer is the owner of more than one-half (1/2) of
the lots in Breckenridge Subdivision it shall have full authority to amend
these By-Laws to the extent deemed necessary and advisable for its legitimate
undersigned, Secretary of Breckenridge Homeowners Association, Inc., does
hereby certify that the above and foregoing By-Laws were adopted by the
Breckenridge Homeowners Association, Inc., a non-profit corporation organized
in the State of Louisiana at its first meeting of the Board of Directors at
which the owners of more than one-half (1/2) of the lots of Breckenridge
Subdivision affected by these By-Laws
ON THIS 13TH DAY OF FEBRUARY 2003, AT SLIDELL, ST. TAMMANY PARISH, LOUISIANA.