ARTICLES OF INCORPORATION
OF
THE LOUISIANA GULF COAST HERPETOLOGICAL SOCIETY, INC.
The Louisiana Gulf Coast Herpetological Society, Inc., a Louisiana nonprofit corporation (the “corporation”), acting through its undersigned President and Secretary and by authority of its board of directors, does hereby certify that:
FIRST: The Amended and Restated Articles of Incorporation set forth in Paragraph Fifth below accurately set forth the articles of incorporation of the corporation and all amendments thereto in effect on the date hereof, including the changes made by the amendments described in Paragraph Fourth below.
SECOND: All such amendments have been effected in conformity with law.
THIRD: The date of incorporation of the corporation was April 24, 1996, and the date of these Amended and Restated Articles of Incorporation is ____________, 2001.
FOURTH: At a duly-convened special meeting of members held on _________, 2001, ______ voting members, constituting at least two-thirds in interest of the voting members present or represented at the meeting, adopted a resolution to amend the articles of incorporation of the corporation as in effect prior to the date thereof by (1) amending and restating Articles I, II, III, IV, V and VI, (2) deleting Articles VII, VIII, IX and X, (3) amending and restating Article XI and redesignating it as Article VII, and (4) adding Article VIII. _____ voting members voted against the resolution.
FIFTH: The Amended and Restated Articles of the corporation are as follows:
ARTICLE I
The name and title of this corporation shall be The Louisiana Gulf Coast Herpetological Society, Inc., and under and by said name, unless sooner dissolved in accordance with law, it shall exist and continue and enjoy perpetual existence during which time it shall possess all the powers, rights, privileges, capacities and immunities which nonprofit corporations are authorized, and may hereafter be authorized, to possess under the constitution and laws of this State, and particularly under Title 12, Section 201 et seq., of the Louisiana Revised Statutes. The taxpayer identification number of the corporation is 72-1496507.
ARTICLE II
The location and address of this corporation’s registered office shall be 3218 Jason Lane, Gretna, Louisiana, 70056-8630, unless and until a different office is designated in any annual report or other appropriate document filed in conformity with the Nonprofit Corporation Law of the State of Louisiana.
ARTICLE III
The corporation is dedicated to the conservation and preservation of habitat of all fauna and flora. The corporation encourages the legal and proper husbandry and captive propagation of reptiles and amphibians. The corporation emphasizes the education of its members and the public in all matters relevant to the appreciation of these unique animals.
This corporation is a nonprofit corporation as defined in Section 201 subsection 7 of Title 12 of the Louisiana Revised Statutes. No part of the net earnings or other assets of this corporation shall inure to the benefit of any private member or individual.
ARTICLE IV
The officers of the corporation shall be as provided pursuant to the bylaws.
ARTICLE V
The corporation is organized on a non-stock basis. There shall be but one class of membership. Members shall be those persons interested in herpetology who have paid the dues set by the board of directors for the fiscal year in which membership is determined. Membership is not transferable or heritable. Each member shall be entitled to one vote on any matter to come before the members. The record date for determining members entitled to notice and to vote at a meeting of members shall be the date chosen by the board of directors, such date to be not more than 60 days and not less than 10 days prior to the meeting. If no such record date is set, the record date shall be the close of business on the day before the notice of meeting is mailed. Unless otherwise provided by law, the presence in person or by proxy of twenty percent (20%) of the members entitled to vote at the meeting shall constitute a quorum.
Directors shall be elected by plurality vote. Cumulative voting is not permitted. Except as otherwise provided by these articles or as expressly required by law which cannot be altered by these articles, all other matters to come before the members shall be decided by the vote of a majority of the members entitled to vote who are present or represented at a meeting at which a quorum is present, including but not limited to those matters that would otherwise require a higher vote pursuant to the Nonprofit Corporation Law of the State of Louisiana. Amendments to these articles must be approved by the board of directors and the vote of a majority of the members entitled to vote who are present or represented at a meeting at which a quorum is present.
The corporate powers and management of this corporation shall be vested in, and exercised by, a board of directors of three or more natural persons, as determined pursuant to the bylaws. The directors shall be elected annually at a meeting of the members at a time and place established pursuant to the bylaws. The term of office of directors elected at the annual meeting will commence on the January 1st following the annual meeting and continue through December 31st or until their successors are elected and qualified. A director must be a natural person of the full age of majority and a member of the corporation. Special meetings of the membership for any purpose or purposes may be called by the president or by the board of directors.
Nominations for directors to be elected at an annual meeting of members may be made only as provided in these articles. Nominations may be made at an annual meeting of members either (1) by or at the direction of the board of directors, or (2) by any member entitled to vote at the meeting for the election of directors who has complied with the procedures set forth herein. Nominations, other than those made by or at the direction of the board of directors, shall be valid only if made in the following manner. A member may nominate a person, including himself or herself, for election to the board of directors by delivering a timely notice (as further specified below) in writing to the secretary of the corporation setting forth the name of the member making the nomination, the name of the member being nominated, the business and residential address of the nominee, and the principal occupation or employment of the nominee, and must contain or be accompanied by the nominee’s written consent to being named as a nominee and agreement to serve as a director if elected. In order to be timely, the nomination must be received by the secretary of the corporation no later than 60 days prior to the date set for the meeting; provided, that a nomination will be considered timely in any case if received no later than 60 days prior to the month and day of the annual meeting held in the preceding year. The member desiring to make the nomination must appear in person at the meeting and make the nomination. The nominee must be qualified to serve as a director pursuant to the corporation’s articles of incorporation and bylaws.
At any special meeting of members, only such business shall be conducted as shall have been brought before the meeting by the person(s) calling the meeting. At any annual meeting of members, other than the election of directors, only such business shall be conducted as shall have been brought before the meeting (1) by or at the direction of the board of directors, or (2) by any member entitled to vote at the meeting who has complied with the procedures set forth herein. Proposals, other than those made by or at the direction of the board of directors, shall be valid only if made in the following manner. A member may make a proposal by delivering a timely notice (as further specified below) in writing to the secretary of the corporation setting forth the name of the member making the proposal and the text of the proposal. In order to be timely, the proposal must be received by the secretary of the corporation no later than 60 days prior to the date set for the meeting; provided, that a proposal will be considered timely in any case if received no later than 60 days prior to the month and day of the annual meeting held in the preceding year. The member desiring to make the proposal must appear in person at the meeting and present the proposal. The proposal must be a legally proper subject for action by the corporation’s members under Louisiana law.
The members, by two-thirds vote of the total voting power at any special meeting of the membership called for such purpose, may remove from office any one or more of the directors, with or without cause, notwithstanding that his, her or their terms of office may not have expired, and may forthwith at such meeting proceed to elect a successor or successors for the unexpired term.
In the event of a vacancy on the board of directors, the remaining directors, even though not constituting a quorum, may, by a majority vote, fill any vacancy on the board (including any vacancy resulting from an increase in the authorized number of directors or from failure of the members to elect the full number of authorized directors) for the unexpired term, provided, that the members shall have the right to fill the vacancy at any special meeting called for the purpose prior to such action by the board.
Failure to elect directors annually shall not dissolve this corporation nor impair its corporate existence or management, but the directors then in office shall remain in office until their successors shall have been duly elected and installed.
A majority of the board shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board.
Any director absent from a meeting of the board or any committee thereof, may be represented by any other director or member, who may cast the vote of the absent director according to the written (including electronic mail) instructions, general or special, of the absent director.
The board of directors shall have the power to make, amend and repeal bylaws, rules and regulations for the government of the affairs of this corporation as it may deem proper.
ARTICLE VI
The full name and address of the corporation’s registered agent for service of process is William J. Watts, 3218 Jason Lane, Gretna, Louisiana 70056-8630, unless and until a different registered agent is designated in any annual report or other appropriate document filed with the Secretary of State of Louisiana in conformity with the Nonprofit Corporation Law of the State of Louisiana.
ARTICLE VII
No member of this corporation shall ever be held liable or responsible personally for contracts, debts, defaults or obligations of this corporation, nor shall any mere informality in organization have the effect of rendering these articles of incorporation null or of exposing the members to any liability.
ARTICLE VIII
No director or officer of the corporation shall be liable to the corporation or to its members for monetary damages for breach of his or her fiduciary duty as a director or officer, provided that the foregoing provision shall not eliminate or limit the liability of a director or officer for (1) any breach of his or her duty of loyalty to the corporation or its members, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability for unlawful distributions of the corporation's assets to members of the corporation, under and to the extent provided in La. R.S. § 12:226(D), or (4) any transaction from which he or she derived an improper personal benefit.
These Amended and Restated Articles of Incorporation are dated ______________, 2001.
WITNESSES: THE LOUISIANA GULF COAST
HERPETOLOGICAL SOCIETY, INC.
____________________________ By: _________________________
Name:
Title: President
____________________________ By: _________________________
Name:
Title: Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ____________
BEFORE ME, the undersigned authority, personally came and appeared _____________________ and _____________________, to me known to be the President and Secretary, respectively, of The Louisiana Gulf Coast Herpetological Society, Inc., a Louisiana nonprofit corporation, and the persons who executed the foregoing Amended and Restated Articles of Incorporation in such capacities, and who, being duly sworn, acknowledged and declared in my presence and in the presence of the undersigned witnesses that they were authorized to and did execute the foregoing instrument in such capacities for the said corporation as its and their free act and deed.
IN WITNESS WHEREOF, the appearers, witnesses and I have hereunto affixed our signatures on this _____ day of _______________, 2001.
WITNESSES:
______________________________ ______________________________
___________________
President
______________________________ ______________________________
___________________
Secretary
______________________________
NOTARY PUBLIC