By Laws

BY-LAWS OF

FIELD CREST ESTATE

HOMEOWNERS ASSOCIATION, INC.


ARTICLE I.

NAME AND LOCATION

The name of the corporation is FIELD CREST ESTATE HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the “Association”. The principal office of the corporation shall be located at 4950 Johnston Street, Lafayette, Louisiana 70503, but meetings of members and directors may be held at such places within the State of Louisiana, Parish of Lafayette, as may be designated by the Board of Directors.

ARTICLE II

DEFINITIONS

Section 1. “Association” shall mean and refer to FIELD CREST ESTATE HOMEOWNERS ASSOCIATION, INC., incorporated by virtue of the Articles of Incorporation recorded under Entry No. 97-840898 and Amendment to Articles of Incorporation recorded under Entry No. 99-048991, of the records of the Clerk of Court of Lafayette Parish, Louisiana, its successors and assigns.

Section 2. “Lot” shall mean and refer to any lot in the subdivision.
Section 3. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot in the Subdivision, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 4. “Restrictive Covenants” shall mean and refer to the Act of Dedication and Restrictive Covenants of Field Crest Estates and any and all Amendments thereto, applicable to the Subdivision, recorded as Entry Nos. 97-40897, 99-029125, 99-049055, 01-020488, and 01-020300, in the records of the Office of the Clerk of Court of Lafayette Parish, Louisiana.

Section 5. “Member” shall mean and refer to those persons entitled to membership as provided in the Restrictive Covenants.

Section 6. “Subdivision” shall mean Field Crest Estates Subdivision, Phases I, II, and III, as set forth in that final plats of survey recorded with the Restrictive Covenants.

ARTICLE III.

MEETING OF MEMBERS

Section 1. Annual Meetings. The annual meetings of the members shall be held in the month of May in each year, or as fixed by the Board of Directors, or

Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A and Class B membership.

Section 3. Notice of Meetings. Written notice of each annual or special meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association or supplied by that member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Individual committees may meet at their discretion.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-third (1/3) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Restrictive Covenants, or these By-laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically be revoked upon conveyance by the member of his lot.

Section 6. Voting. Members are entitled to as many votes as they are entitled to exercise under the provisions of the Restrictive Covenants and the Association’s Articles of Incorporation, for each residential unit in which they hold fee title as shown by the records of the Association as of the last day of the month preceding a meeting. When more than one person holds such title, all such persons shall be members and the vote for such residential unit shall be exercised as they, among themselves shall determine, but in no event shall more than the number of votes set forth in the Restrictive Covenants be cast for any lot.

ARTICLE IV

BOARD OF DIRECTORS, SELECTION, TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of three (3) directors, who need not be members of the Association. The number of directors may be changed by amendment of these By-laws. The members of the initial Board of Directors, or their successors, shall serve until May 30, 2003.

Section 2. Term of Office. At the first annual meeting the members shall elect directors for a term of two (2) years. Directors, including the initial directors, may serve successive terms if re-elected.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote by the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the expired term of his predecessor.

Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. Meetings may be conducted in any manner permitted under the corporation laws of the State of Louisiana.

ARTICLE V.

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election to the Board of Directors shall be made from the floor at the Annual Meeting. Members or non-members may be nominated.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election both Class A and Class B membership or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Restrictive Covenants. The persons receiving the largest number of votes shall be elected. Cumulative voting shall not be permitted.

ARTICLE VI.

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held when called, at such place and hour as may be fixed from time to time by resolution of the Board.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors unless waived by such directors.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VII.

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use, repairs, maintenance or alterations or any other matter pertaining to the areas maintained by the Association and pertaining to the fences along the perimeter of the subdivision installed by developers. See Exhibit “A”

(b) exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Restrictive Covenants;

(c) declare the office of a member of the Board of Directors to be vacant in the event such member is removed or is absent from three (3) consecutive regular or special meetings of the Board of Directors;

(d) employ a manager, an independent contractor, or such other employees as they deem necessary to carry out the duties or business of the Association and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class A and Class B members who are entitled to vote;

(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

(c) as more fully provided in the Restrictive Covenants, to:
(1) fix the amount of the monthly assessment against each lot at $25 per month, due on the 1st of each month, according to the provisions of Article VI herein. The lots owned by Youngsville Investments, LLC and licensed builders not occupied by them as a residence, remain exempt from this assessment according to Amendment to Restrictive Covenants of Field Crest Estates, Phase I and Phase II, Paragraph 7, recorded under Entry No. 99-049055 of the records of Lafayette Parish, Louisiana.

(2) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obligated to pay the same or take such action as may be deemed appropriate in the sole discretion of the Board of Directors;

(d) in the Board’s sole discretion, procure and maintain liability and hazard insurance on property owned or controlled by the Association or property for which the Association has assumed the responsibility for or the obligation to perform maintenance and repairs on;

ARTICLE VIII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The officers of this Association shall be a President and Vice-President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year or until replaced, whichever is the latest, unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaced.

Section 7. Multiple Offices. The offices may be held by the same person except the offices of President and Secretary.

Section 8. Duties. The duties of the officers are as follows:

PRESIDENT



The President shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out, and shall sign all written instruments authorized by the Board of Directors.

VICE-PRESIDENT

The Vice-President shall act in the place and stead of the President in the event of his absence inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

SECRETARY

The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members, keep the corporate seal of the Association and affix it on all papers requiring said seal, serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.

TREASURER

The Treasurer shall oversee the management company
responsible for handling the Associations money, in the receipting and depositing in appropriate bank accounts all monies of the Association and disbursing of such funds as directed by resolution of the Board of Directors, in signing all checks and promissory notes of the Association, keeping proper books of account, and in preparing an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.

ARTICLE X.

BOOKS AND RECORDS

The books, records and papers of the Association shall, during reasonable hours, be subject to inspection by any member upon two weeks prior written notice. The Restrictive Covenants, the Articles of Incorporation and the By-laws of the Association shall be available for inspection during normal business hours by any member at the principal office of the Association, where copies may be purchased at reasonable cost of reproduction.

ARTICLE XI.

ASSESSMENTS

Each owner of any lot by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to agree to pay to the ASSOCIATION such assessments as may be established herein, or by the ASSOCIATION by a majority vote, to repair and maintain the common area of the SUBDIVISION described hereinabove, and such other assessments as may be approved by a vote of at least eighty (80%) percent of the votes of the ASSOCIATION of the combined Class A and Class B votes. In the event any lot owner fails to pay any of the duly authorized assessments, then the ASSOCIATION shall be also entitled to collect interest thereon at the rate of 12% from the date due, together with costs and such reasonable attorney’s fees as may be required to collect such assessment. In addition, such assessments, costs and attorney’s fees shall be a charge on the land and shall be a continuing lien upon the lot from which such assessment is due from the date notice of same is filed in the mortgage records of Lafayette Parish, Louisiana and shall in any event be the personal obligation of the person(s) owning such lot at the time when the assessment became due.

The assessment to be levied at the time of the conveyance by Appearer of any lot shall be $25.00 per month. The lots owned by Youngsville Investments, L.L.C. and licensed builders not occupied by them as a residence, remain exempt from this assessment according to Amendment to Restrictive Covenants of Field Crest Estates, Phase I and Phase II, Paragraph 7, recorded under Entry No. 99-049055 of the records of Lafayette Parish, Louisiana.

ARTICLE XII.

AMENDMENTS

Section 1. These By-laws may be amended by the Board of Directors by unanimous vote or, at a regular or special meeting of the members, by a vote of two-thirds (2/3) of the votes cast by the members present in person or by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-laws, the Articles shall control; and in the case of any conflict between the Restrictive Covenants and these By-laws, the Restrictive Covenants shall control.

Duly adopted by the Directors of the FIELD CREST ESTATE HOMEOWNERS ASSOCIATION, INC., this _______ day of _____________, 2002.

WITNESSES:

_________________________________


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_________________________________
STEVE ASHY

_________________________________
JOHN C. BROUSSARD

_________________________________
BARRY BROUSSARD


EXHIBIT “A”

According to the By-Laws of the Field Crest Homeowners Association, it is hereby authorized that once the Association votes on the manner in which to proceed with the development of the Field Crest Estates common areas, the Recreation Committee will have authority to act in the best interest of the Association, by letting for bid, accepting bids, proceeding with contracts and supervising development of said project.

WITNESSES:

_________________________________


_________________________________



_________________________________
STEVE ASHY

_________________________________
JOHN C. BROUSSARD

_________________________________
BARRY BROUSSARD