FOR
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF SABINE
BE IT KNOWN, that on the dates hereinafter stated before me, the undersigned Notaries Public in and for the Parish and State aforesaid, personally came and appeared the undersigned parties of full age of majority whose signatures are subscribed who declare, in the presence of the undersigned competent witnesses that, availing themselves of the provisions of the Louisiana Nonprofit Corporation law, Louisiana R.S. 12:201-12:269 (1950 as amended), they do 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 LOUISIANA IRRIGATION ASSOCIATION
ARTICLE II. PURPOSE
This corporation is organized and it shall be operated exclusively for charitable and educational purposes, entertainment and recreational, including, for such purposes, the making of distribution to organizations that qualify as exempt organizations under Section 501(c)(5) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
The Louisiana Irrigation Association’s principal objective is to promote sound irrigation practices. The additional objectives herein shall be commensurate with proper and legal objectives of such societies and trade associations, which shall be consistent with the public interest as well as the interest of the irrigation industry. They include:
(A) Promoting the development, proper design, use and acceptance of irrigation equipment, facilities and systems.
(B) Promoting the use of irrigation for turf and ornamental horticulture.
(C) Collecting and dissemination educational information regarding irrigation to Members of the Association, allied industries, organizations, agencies and to the public.
(D) Encouraging a cooperative relationship among all segments of the industry, for the ultimate benefit of all concerned.
(E) Working closely with government, Louisiana regulating bodies and municipalities to adopt uniform codes and requirements regarding system design, backflow prevention and watering techniques.
ARTICLE III REGISTERED OFFICE
The location of its registered office is Louisiana Irrigation Association, 12315 Texas Highway, Many, Louisiana 71449.
ARTICLE IV REGISTERED AGENT
The corporation’s registered agent for service of process shall be Gloria Loetscher (same address as above).
ARTICLE V. BASIS OF ORGANIZATION
This corporation shall be a nonprofit corporation and shall have no capital stock. It shall be operated and maintained by such dues and contributions as the Membership shall make and as the Board of Directors shall determine to be necessary or acceptable for the proper functioning of the corporation. Under no circumstances shall any of the net earnings or assets of the corporation inure to 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 II hereof. An Executive Secretary shall be employed by the Board of Directors and shall be solely responsible to the Board. Notwithstanding, any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(5) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
There shall be (4) categories of Members of this corporation and Membership shall be evidenced by Certificates of Membership.
(A) Regular Membership (Contractor/Technical), voting:
Any corporation, partnership, firm or person engaged in or owning or operating a Landscape Irrigation business having a definite location of business with appropriate facilities and having been actively engaged in the Landscape Irrigation design, instillation and maintenance business in a reputable, trustworthy and ethical manner shall be eligible for Regular Membership.
(B) Associate Membership (Distributor/Rep), voting:
Associate Members shall be reputable persons, firms or corporations actively engaged in the selling or representing the selling of irrigation supplies and or equipment.
(C) Affiliate Membership (Employee of a Member), non-voting:
A person or persons employed by an existing member shall be eligible for Affiliate Membership.
(D) Student, Government or Educational Institution Membership, non-voting:
Any student actively enrolled on a full time basis in a Louisiana university and majoring in landscape irrigation or closely related field, or any person actively employed by a governmental agency or educational institution and having a job responsibility in landscape irrigation or a closely allied field shall be eligible for this Membership.
Voting Rights:
Each Regular and Associate Member shall have one vote and all these Members shall have equal rights and privileges, provided. However, in no event shall there be more than one vote per Member.
Revocation of Membership:
Membership may be revoked by 2/3 majority vote of the Board of Directors based on any Member being cited and fined by the LDAF Horticulture Commission or being indicted and found guilty of criminal activity or other activity not in the best interest or intent of the Louisiana Irrigation Association.
ARTICLE VI. DURATION
The corporation shall enjoy perpetual corporate existence unless sooner dissolved in accordance with law. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, transfer all of the remaining assets of the corporation to an entity qualified under section 501(c)(5) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).
ARTICLE VII. DIRECTORS & OFFICERS
The management of this corporation shall be vested in a Board of Directors which shall consist of not less than three (3) nor more that seven (7) Members in good standing of the corporation to be elected by the Membership of the corporation at the Annual Meeting of the corporation. Members of the Board of Directors shall serve two (2) year terms but may serve successive terms. The Board of Directors shall elect a President and a Vice-President from the Board’s Membership biennially to serve until the next Board shall be duly elected as herein provided. The immediate Past President shall serve for a two (2) year term following his/her Presidency. The first Board of Directors of the corporation and its first Officers shall be those persons stated in Articles IX and X hereof and they shall serve until the first Annual Meeting to be held as set out herein.
ARTICLE VIII. ANNUAL MEETING
The Annual Meeting of the Voting Members of the corporation shall be held annually. The Board of Directors shall have the authority to alter the Meeting date with reasonable notice to the Members.
ARTICLE IX. FIRST DIRECTORS
The names and addresses of the first Directors are as follows:
Mike Gray
385 Northwood Drive
West Monroe, Louisiana 71291
318-396-1508
Charlie McCorkle
120 Honeysuckle Drive
West Monroe, Louisiana 71291
318-396-6072
Gloria Loetscher
12315 Texas Highway
Many, Louisiana 71449
318-256-1222
The first Directors shall serve a term of three (3) years or until such time as their successor Directors are elected. In the event a Director’s seat should be vacated by death, resignation, removal or otherwise, the Board may name a Director to fill the vacancy for the unexpired term of that Director.
ARTICLE X. FIRST OFFICERS
The first Officers of this corporation are:
Mike Gray, President
385 Northwood Drive
West Monroe, Louisiana 71291
318-396-1508
Charlie McCorkle, Vice-President
120 Honeysuckle Drive
West Monroe, Louisiana 71291
318-396-6072
Gloria Loetscher, Secretary/Treasurer
12315 Texas Highway
Many, Louisiana 71449
318-256-1222
ARTICLE XI. ORIGINAL INCORPORATORS
Mike Gray
385 Northwood Drive
West Monroe, Louisiana 71291
318-396-1508
Charlie McCorkle
120 Honeysuckle Drive
West Monroe, Louisiana 71291
318-396-6072
Gloria Loetscher
12315 Texas Highway
Many, Louisiana 71449
318-256-1222
ARTICLE XII. BY-LAWS
The Board of Directors shall have the power to make, amend and repeal By-Laws to govern this corporation, provided they are in accordance with, and do not conflict with, these Articles, when said By-Laws are approved by two-thirds (2/3) of the Voting Members present at a Meeting called for said purpose, after written notice of said Meeting has been mailed to all Voting Members at least ten (10) days prior to the day named for said Meeting.
ARTICLE XIII. AMEMDMENTS
This Charter may be amended by two-thirds (2/3) vote of all Voting Members present at a Meeting called for said purpose, after written notice of said Meeting has been mailed to all Voting Members at least ten (10) days prior to the day named for said Meeting.
ARTICLE XIV. FISCAL YEAR
The fiscal year of this corporation shall be January 1 through December 31.
ARTICLE XV. LIMATATION OF LIABILITY
The Incorporators, Officers and Directors of this corporation claim the benefits of the limitation of liability of the provisions of La. R.S. 12:24C. to the fullest extent allowed by law as fully and completely as though said provisions were recited herein in full.
These Articles of Incorporation were amended April, 7, 2008
LOUISIANA IRRIGATION ASSOCIATION
ARTICLE I. POWERS AND DUTIES OF THE OFFICERS
SECTION 1, PRESIDENT’S POWERS
The President shall preside at all Meetings of the Association and of the Board of Directors as executive head of the Association. He shall enforce its Articles of Incorporation and By-Laws, rules and regulations, exercise the will of the Association and Board of Directors. He shall appoint, under the direction of and subject to the approval of the Board of Directors, all committees not otherwise provided for.
SECTION 2, VICE-PRESIDENT’S POWERS
The Vice-President shall, during the absence or disability of the President, exercise all the powers and discharge all the duties of the President until the President shall resume his duties or a successor be chosen. The Vice-President shall be chairman of the Membership Committee.
SECTION 3, DUTIES OF THE EXECUTIVE SECRETARY
The Executive Secretary shall be employed by the Board of Directors and be responsible to the Board. He shall keep minutes of all Meetings of the Association and of the Board of Directors and shall receive and have custody over all monies and securities belonging to the Association under the direction of the Board of Directors, and he shall deposit the same in such bank or banks as the Board of Directors shall, by resolution, designate. The Executive Secretary shall give a surety bond for faithful performance of his duties and provide a full and complete financial report of the Association yearly of funds under his control. He shall on ceasing to hold office, surrender to his successor, or any other person that the Board of Directors shall designate all monies, books, papers and other property of the Association under his control. He shall report to the Board of Directors annually, or at such other time as required, by the Officers or Board of Directors. The Executive Secretary shall carry out all the policies determined by the Board of Directors and shall be responsible for the active administration of all affairs of the Association. He shall be in charge of the office of the Association and responsible for the general public relations of the organization. He shall be under the direct supervision of the Board of Directors, the President and any other Member of the Board to whom is delegated administrative authority. He shall maintain records of all the activities of the Association.
ARTICLE II, DUTIES AND POWERS OF THE BOARD OF DIRECTORS
A) The Board of Directors shall constitute the governing body of the Association and shall have the general power to determine the policy of the Association and shall carry such policy into effect.
The Board may expend the funds of the Association to carry out the purpose of the Association and in general do each and every act and thing which it may deem necessary in order that the purposes, objectives, business and affairs of the Association may be properly managed and conducted.
B) The Board of Directors shall hold four (4) Regular Meetings annually and such other meetings as it may deem necessary. All Board of Directors Meetings shall follow “Roberts’s Rules of Order” for parliamentary procedure.
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C) Special Meetings of the Board may be called by the President or shall be called by the President at the request of any two Members of the Board of Directors at any time and the Executive Secretary shall give reasonable notice to all Members of the Board of Directors.
D) The Board of Directors shall have direct supervision of all expenditures and all funds of the Association. The Board may at any time cause all books and accounts of the Association or any of its officers to be audited by an auditor of recognized ability.
E) Each Member of the Board of Directors shall be entitled to one vote.
F) If an emergency arises, the President shall have the authority to present the issue to all Board members by telephone, mail or e-mail and ask for their votes in writing.
G) The Board of Directors may, should the need arise, send the Executive Secretary to any special meetings that the Board deems necessary, with his expenses paid.
H) A Board Member may be removed from the Board of Directors for absence from two consecutive Meetings without due cause.
Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable orgahizations.
Article II
Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
A. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
B. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
A. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she
shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
B. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
C. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with
reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement
4. Violations of the Conflicts of Interest Policy
A. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
B. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V
Compensation
A. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI
Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
A. Has received a copy of the conflicts of interest policy,
B. Has read and understands the policy,
C. Has agreed to comply with the policy, and
D. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII
Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.