AMENDED AND RESTATED BYLAWS OF
THE SOUTHSIDE ECONOMIC DEVELOPMENT DISTRICT OF THE CITY OF MONROE

As of January 9, 2023

PREAMBLE

The Board of Commissioners (the “Board”) of the Southside Economic Development District of the City of Monroe (the “District”), acting as the governing authority of the District pursuant to its powers under its enabling statute, Section 2740.51 of Chapter 66 of Title 33 of the Louisiana Revised Statutes of 1950, as amended (as it may be further amended from time to time, the “Act”), does hereby amend and restate its bylaws (as so amended and restated, these “Bylaws”) in their entirety, effective as of January 9, 2023, as follows: 

ARTICLE 1
GENERAL

§ 1.1 Name. The District is a special taxing district and political subdivision under the laws of the State of Louisiana, and shall be known as the “Southside Economic Development District of the City of Monroe.”

§ 1.2 Principal Office. The principal office of the District shall be as determined by the Board. The Board may change the principal office or have such additional offices except that in no event shall the principal office of the District be domiciled outside of the boundaries of the City of Monroe (the “City”).

ARTICLE II
OBJECT, PURPOSE & POWERS

§ 2.1 Purpose. Pursuant to the Act, the purpose of the Board is to provide for the orderly planning, development, acquisition, construction, and effectuation of services, improvements, facilities and quality of life enhancements within the District, and to exercise such other powers, duties, and functions necessary to accomplish its purpose.

§ 2.2 Powers. The District, acting by and through the Board, shall have and exercise all powers of a political subdivision and special taxing district necessary or convenient for the carrying out of its objects and purposes including, but not limited to, the power and authority granted by the Act.

ARTICLE III
BOARD OF COMMISSIONERS

§ 3.1 Powers. The powers and governance of the District shall be vested in and exercised through the board of commissioners (“the board”). The board may exercise all powers available to it under the law including, without limitation, those powers set forth in La. Rev. Stat.§ LA Rev Stat § 33:2740.51 (2016)

.§ 3.2 Number. As provided by the Act, the number of Commissioners shall consist of seven (7) members.

§ 3.3 Composition. As provided for in the Act, the Board shall be comprised of seven members appointed by the Monroe City Council in the following manner:

 

1. 1. One (1) member shall be appointed by the mayor of the City.

 

• • Three (3) members shall be appointed by the Monroe City Council (the “Council”).

 

• • One (1) member shall be appointed by the Council from a list of nominees submitted by the Monroe Chamber of Commerce.

 

• • Two (2) members shall be appointed by the Council from a list of nominees submitted by the African American Chamber of Commerce. The members appointed by the Council as provided in this subsection shall have their principal place of business or profession in, or own property in, within the District.

§ 3.4 Terms. The term of office for members of the board will be three years. The term of commissioners commences on their appointment date. Commissioners shall serve until their replacements are confirmed.

§ 3.5 Resignation. Any Commissioner may resign at any time by giving written notice to the Chairman or Secretary. The resignation of any Commissioner shall take effect at the time specified in such notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

§ 3.6 Successor after Resignation. Upon expiration of a term of office for a Commissioner, the successor shall be appointed in accordance with the procedures herein prescribed for the appointment of the original members of the Board. The commissioner’s term shall continue until the successor is confirmed by the council.

§ 3.7 Removal. The Commissioners, by a majority vote of the full board, may present to the Monroe City Council a request that a Commissioner be removed from the Board for any of the following reasons:

a. Failure to attend three consecutive regular meetings of the board without cause;

b. When a Board Member is convicted of a felony while serving on the board;

c. When a Board Member discloses information obtained or discussed in an “executive session.”

d. When a board member fails to comply with State Code of Ethics requirements.

§ 3.8 Compliance with Applicable Law

The board shall ensure that the District complies with all laws and regulations to which it is subject including, without limitation, public laws governing political subdivisions generally, such as Public Bid Law, public records law, and open meetings law. The board shall ensure that all commissioners comply with the training requirements Code of Governmental Ethics and adhere to its rules.

§ 3.9 Vacancies Any vacancy in the office of a Commissioner which occurs prior to the expiration of the term for which a Commissioner has been appointed shall be filled by appointment in the same manner as the original appointment for the unexpired term.

§ 3.10 Compensation. Commissioners shall serve without compensation; however, they shall receive a travel allowance as reimbursement for expenses incurred while attending to the business of the Board or the District.

ARTICLE IV
MEETINGS OF THE BOARD

§ 4.1 Meetings

The board shall meet in regular session on the first Monday of each month and also shall meet in special session as convened by the chairman, vice chairman, or upon written notice of two-thirds of the board members. Board members shall receive notice of special sessions or meetings at least two business days in advance of the special session or meeting. When a day fixed for a regular meeting falls on a legal holiday, the meeting shall be held on the first Monday thereafter, which is not a holiday. The time, day or place of regular meeting may be changed by a majority vote of the Board. The Secretary shall notify all Board members of any such change.

§ 4.2 Voting. All Commissioners shall have an equal vote. The act of a majority of the Commissioners present at a meeting at which a quorum is present shall be the act of the Board.

§ 4.3 Quorum. A quorum for a meeting of the Board shall consist of a majority of the Commissioners.

§ 4.4 Board Actions

All actions of the board shall be approved by the affirmative vote of a majority of the full board. It takes four votes to pass any action.

§ 4.5 Special Meetings. Special meetings of the Board shall be held whenever called by the board chairman or the vice-chairperson if the chairperson is incapacitated. Notice of each special meeting of the Board shall be given to each Commissioner at least twenty-four (24) hours, exclusive of Saturdays, Sundays, and legal holidays, before the day on which the special meeting is to be held. Notice of each special meeting shall also be posted in accordance with the provisions of Section 4.6 hereof. The business transacted at such special meeting shall be confined to the purposes stated in the notice. Notwithstanding anything to the contrary herein, special meetings shall be in all cases subject to the applicable Open Meetings Laws.

§ 4.6 Public Notice of Meetings; Agenda. The Board shall give written public notice of any regular, special, or rescheduled meeting no later than twenty-four (24) hours, exclusive of Saturdays, Sundays, and legal holidays, before the meeting.

 

• • Posting. Written public notice shall include, but need not be limited to:

 

• • Posting a copy of the notice at the principal office of the District, or if no such office exists, at the building in which the meeting is to be held; or by the publication of the notice in the official journal of the District or the SEDD official website no less than twenty-four (24) hours, exclusive of Saturdays, Sundays, and legal holidays, before the scheduled time of the meeting.

 

• • Mailing a copy of the notice to any member of the news media who requests notice of such meetings; any such member of the news media shall be given notice of all meetings in the same manner as is given to members of the Board.

 

• • Agenda. Such notice shall include the agenda, date, time, and place of the meeting. The agenda shall not be changed less than twenty-four (24) hours, exclusive of Saturdays, Sundays, and legal holidays, prior to the scheduled time of the meeting. Each item on the agenda shall be listed separately and described with reasonable specificity. Before the Board may take any action on an item, the presiding officer or his/her designee shall read aloud the description of the item.

 

• • Items Not on the Agenda. Upon unanimous approval of the Commissioners present at a meeting, the Board may take up a matter not on the agenda. Any such matter shall be identified in the motion to take up the matter not on the agenda with reasonable specificity, including the purpose for the addition to the agenda, and entered into the minutes of the meeting. Prior to any vote on the motion to take up a matter not on the agenda by the Board, there shall be an opportunity for public comment on any such motion in accordance with R.S. 42:14 or 15. The Board shall not use its authority to take up a matter not on the agenda as a subterfuge to defeat the purposes of Chapter 1 of Title 42 of the Louisiana Revised Statutes of 1950, as amended.

§ 4.7 Place of Meetings. The Board of Commissioners may designate any place, within or without the City as the place of meeting for any annual meeting, regular meeting or for any special meeting. If no designation is made, the place of meeting shall be its regular meeting place.

§ 4.8 Roll Call. Before proceeding with the business of the Board, the Secretary shall call the roll of the members, and the names of those present shall be entered in the minutes.

§ 4.9 Reading of Minutes. Unless a reading of the minutes of a Board meeting is requested by a Commissioner, the minutes may be approved without reading if the Board’s Secretary has previously provided each member a copy of the minutes.

§ 4.10 Executive Sessions. The Board may hold executive sessions upon an affirmative vote, taken at an open meeting for which notice has been given as required by these Bylaws and applicable law of two-thirds (⅔) of the Commissioners present. An executive session shall be limited to matters allowed to be exempted from discussion at open meetings by La.

R.S. 42:17 as it may be amended from time to time; however, no final or binding action shall be taken during an executive session. The vote of each Commissioner on the question of holding such an executive session and the reason for holding such an executive session shall be recorded and entered into the minutes of the meeting. Nothing in this subsection shall be construed to require that any meeting be closed to the public, nor shall any executive session be used as a subterfuge to defeat the purposes of these Bylaws or Chapter 1 of Title 42 of the Louisiana Revised Statutes of 1950, as amended. A copy of La. R.S. 42:17 in effect on the date of the adoption of these Bylaws is attached hereto as Exhibit A.

§ 4.11 Parliamentary Procedure. The proceedings of the District meetings shall be governed by and conducted according to the latest edition of Robert’s Rules of Order.

ARTICLE V
OFFICERS

§ 5.5 Officers

The board shall elect from its number a chairperson, vice chairperson, and secretary-treasurer who will each serve a two (2) year term. All Officers shall be elected by the majority of the full Board.

§ 5.6 Election of Officers. The Officers shall be elected by a majority vote of the Commissioners at the first meeting of its fiscal year in 2023 and every two years thereafter. Commissioners shall have the right to nominate one candidate for president other than themselves. The election for president shall be conducted by a person agreed upon by a majority of the board members present. Once elected, the president will nominate a vice-president and secretary-treasurer. Commissioners have the right to nominate other candidates in addition to the president’s nominations.

§ 5.7 Vacancies. Whenever any vacancies shall occur in any of the Offices of the District, vacancies shall be filled by a majority vote of the full Board. The person appointed will serve the remainder of the unexpired term of office of the person they replace.

§ 5.8 Duties and Powers of the Chairperson of the Board

The Chairperson shall preside at all meetings of the board and shall supervise the carrying out of the policies adopted or approved by the board; shall have, and may exercise, those specific powers conferred by these Bylaws; and shall also have, and may exercise, such further powers and duties as from time to time may be conferred, or assigned by, the board. The chairperson shall serve as the chief spokesperson of the district, appoint committees and chairpersons, and serve as an ex-officio member of all committees. The president shall sign all board minutes and disbursement requisitions.

§ 5.9 Duties and Powers of the Vice Chairperson of the Board

The Vice Chairperson shall assume all of the duties and powers of the Chairperson in the event the Chairperson is absent from a board meeting or otherwise unable to fulfill the duties of the position.

§ 5.10 Duties and Powers of the Secretary-Treasurer of the Board

The Secretary-Treasurer shall attend all sessions of the board and record all votes and the minutes of all proceedings. The secretary-treasurer shall give, or cause to be given, notice of all meetings of the board to all commissioners, and shall perform such other duties as may be prescribed by the board. The secretary-treasurer shall further have charge of the funds and assets of the District, shall keep proper records showing all receipts, expenditures, and disbursements, with vouchers in support thereof; and shall make a report of the financial status of the District at each regular board meeting. The secretary-treasurer shall sign all board minutes and disbursement requisitions and promptly forward copies of signed minutes to the office of the Monroe City Council.

§ 5.11 Delegation of Duties and Authority. In the case of the incapacity of any officer, the Board, by majority vote, may delegate, on a temporary basis, the powers or duties of the incapacitated officer to another commissioner or officer. The act of delegation will expire when the officer resumes active service.

ARTICLE VI
COMMITTEES

§ 6.1 Standing Committees

The board may, at its discretion, appoint standing committees recommended by the president to execute its Approved plan.

 

1. 1. The chairperson of the board shall appoint committee chairpersons and at least two other commissioners to comprise the committee. All appointees serve at the pleasure of the chairperson of the board.

1. 1. The Chairperson of the committee may appoint stakeholder members of the community to serve in a non-voting, advisory capacity.

1. 1. All recommendations of the committee require a majority vote of committee members.

1. 1. Committee meetings shall comply with the open meetings law.

1. 1. Any procedures, rules, or policies by committees must be approved by the SEDD board of commissioners prior to implementation.

1. 1. Committees shall keep minutes of all meetings and promptly forward them to the secretary-treasurer of the board.

1. 1. Two members of the committee present constitute a quorum.

§ 6.2 Ad Hoc Committees

In addition to this standing committee, the board shall have the power to act in creating such ad hoc committees and subcommittees as it deems prudent.

ARTICLE VII
FINANCIAL ACCOUNTABILITY

§ 7.2 Annual Audit. An independent financial audit of the District’s revenues and expenditures shall be performed annually, if so determined by the Board or required by applicable law, by a certified public accountant(s) licensed by the State of Louisiana and completed within sixty (60) days after the close of each fiscal year, with the expenses of such audit, if any, to be paid by the District.

§ 7.3 Bonding. The Secretary-Treasurer and all Officers and employees designated by the Board who actually do handle the money of the District may be bonded in such amount as the Board shall deem necessary, and the cost thereof shall be paid by the District.

§ 7.4 Reimbursement. The District shall reimburse actual reasonable expenses of the Commissioners, if any, incurred in the performance of their duties.

ARTICLE VIII
NOTICE

§ 8.1 Written Notice. Whenever the provisions of the Act, applicable law or any of these Bylaws require or permit notice to be given to any Commissioner or Officer, it shall not be construed to require personal notice, but any such notice may be given in writing by depositing the same in a post office or letterbox in a prepaid, sealed wrapper, or by facsimile (“Fax”) or electronic mail (“Email”) transmission, in either case, addressed to such Commissioner or Officer at his address as such address appears on the books of the District. The time when the notice shall have been so mailed or delivered by Fax or Email shall be deemed the time of the giving of such notice.

§ 8.2 Waivers. Any Commissioner or Officer may waive, in writing or by Fax or Email, any notice required or permitted to be given under any provisions of any statute or of these Bylaws, either before, at, or after the meeting or other event of which notice is so provided. All Commissioners or Officers present at any meeting shall be deemed to have waived any and all notice thereof.

ARTICLE IX
INDEMNIFICATION OF OFFICERS AND COMMISSIONERS

The District shall indemnify and hold harmless any person who was or is party or is threatened to be made party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the District) by reason of the fact that the person is or was a Commissioner, Officer, employee or agent of the District.

ARTICLE X
AMENDMENTS

These Bylaws may be altered, amended, restated, or repealed by the affirmative vote of the majority of the full board of Commissioners at any regular meeting or at any special meeting of the Board called for that purpose at which a quorum is present; provided, however, that (a) Article XI hereof, which provides for the dissolution of the District, shall not be altered or amended unless such alteration or amendment is approved by a unanimous vote of the Commissioners and (b) no change of the time or place of the election of Commissioners shall be made within fifty (50) days preceding the day on which such election is to be held, and that in the case of any change of such time or place, notice thereof shall be given to each Commissioner at least twenty (20) days before the election is held.

ARTICLE XI
DISSOLUTION

The District shall dissolve and cease to exist one year after the date all bonds, notes, and other evidences of indebtedness of the District, including refunding bonds, are paid in full as to both principal and interest; however, in no event shall the District have an existence of less than three (3) years from July 1, 2005.

ARTICLE XII
MISCELLANEOUS PROVISIONS

 

1. 1. Governing Laws. Any matters not heretofore covered by these Bylaws shall be governed by the provisions of the applicable laws of the State of Louisiana.

 

1. 1. Severability. The invalidity of any part of these Bylaws will not impair or affect in any manner the validity or enforceability of the remainder of these Bylaws.

 

1. 1. Waiver. No restriction, condition, obligation or provision contained in these Bylaws will be deemed to have been abrogated or waived by reason of any failure to enforce same, irrespective of the number of violations or breaches thereof which may occur.