ARTICLE I – NAME
This organization is created by Act 925 of the Regular Session of
the 2008 Louisiana Legislature (La. Rev. Stat. §33:9091.14) and
shall be known as the Mid City Security District, hereinafter
referred to as the MCSD.
The official business address:
P. O. Box 791360
New Orleans, LA 70179
ARTICLE II – PURPOSE
MCSD has been established for the primary object and purpose of
promoting and encouraging the security in the area included within
the district in the City of New Orleans.
ARTICLE III – COMMISSIONERS AND OFFICERS
A. Commissioners
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The MCSD shall be governed by a board of 5 Commissioners, each of
whom shall have full voting privileges on matters brought before
the Board. All Commissioners shall be qualified voters and
residents of the district. The 5 Commissioners are appointed as
set forth in La. Rev. Stat. §33:9091.14(D), to wit:
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The Mid-City Neighborhood Organization shall appoint two members.
The Parkview Neighborhood Associations shall jointly appoint one
member. The two members of the governing authority of the city of
New Orleans who are elected from Council District A and B shall
each appoint one member.
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The Commissioners appointed to serve initial terms on the Board,
upon creation of MCSD, shall serve three-year terms. Upon the
expiration of the three year terms of the initial Board Members,
Commissioners will be appointed as follows:
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The Mid-City Neighborhood Organization shall appoint four members,
one of whom shall be from the City Park triangle. The Parkview
Neighborhood Association shall appoint one member.
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One member shall serve an initial term of one year; two shall
serve initial terms of two years; and two shall serve a term of
three years, as determined by lot at the first meeting of the
Board. All Board members may be re-appointed to the Board after
expiration of their term.
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Any vacancy which occurs prior to the expiration of the term for
which a member of the Board has been appointed shall be filled for
the remainder of the unexpired term in the same manner as the
original appointment. Board members shall be eligible for
reappointment.
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Commissioners shall hold office until their successors are
appointed. If the Board determines that a Commissioner is no
longer eligible to serve as a Commissioner, such as by failing to
be both a resident and qualified voter within the district, or if
the Board determines that the Commissioner is not carrying out his
or her responsibilities, the Board may request the organization or
official that appointed the Commissioner to appoint another person
to complete the remaining term of the removed Commissioner.
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The members of the board shall serve without compensation but
shall be reimbursed for reasonable out-of-pocket expenses directly
related to the governance of the district.
B. Officers
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The District officers (“Officers”) shall be elected by the Board
at the first Board meeting, each for a one-year term, and until
their successors have been elected and have taken office.
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Officers of the Board shall include Chairman, Vice-Chairman,
Secretary-Treasurer be chosen from among the Commissioners.
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The duties of the offices shall be:
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Chairman – The Chairman shall preside at meetings of the
Board, shall carry out the resolutions of the Board, shall
have all other powers as conferred upon him/her by the Act or
other applicable law, and shall have the other duties
typically prescribed for the president of a Louisiana
non-profit corporation. The Chairman shall have general and
active responsibility for the management of the activities of
the District, shall be responsible for implementing all orders
and resolutions of the Board, and shall oversee and direct the
activities of the other Officers of the Corporation. In
addition, the Chairman shall have the responsibility for
supervising the activities of all hired or contracted
personnel. He shall serve as ex- officio member of all
committees of the Board of which he is not a member.
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Vice Chairman – The Vice Chairman shall preside at District
meetings in the absence of the Chairman and shall fill any
unexpired term of service in the absence of the Chairman. He
or she will exercise the powers of the Chairman during the
Chairman’s absence or inability or refusal to act and shall
have such other power and authority as may be delegated to him
or her from time to time by the Chairman or the Board.
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Secretary-Treasurer – The Secretary-Treasurer shall have care
and custody of all of the funds and securities of the District
and shall deposit said funds in the name of the District in
such bank accounts as the Board may, from time to time,
determine. The Secretary-Treasurer shall be responsible for
the compiling of appropriate financial statements in
accordance with Louisiana Local Government Budget Act R.S.
39:1301 et seq. and in accordance with other applicable state
and local statutes. The financial statement shall reflect all
revenue collected and disbursements paid by the District. The
Secretary-Treasurer shall also prepare and submit to the Board
an annual budget for the operation of the organization.
Notwithstanding these provisions, the Board may delegate these
duties to a financial or accounting professional, in which
case, the Secretary-Treasurer shall oversee the activities of
the delegated professional and shall insure that all funds are
properly accounted for and properly deposited, that the budget
is prepared timely and in accordance with applicable law, and
that financial statements are properly prepared and submitted.
The Secretary-Treasurer shall also prepare and keep accurate
minutes of all meetings of the Board, shall attest to the
authenticity of documents and resolutions executed by or
adopted for the benefit of the District and shall have charge
of the books and records of the District.
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In case of the absence or disability of any Officer or for any
other reason deemed sufficient by a majority of the Board, the
Board may delegate such Officer’s powers or duties to any other
Officer or to any Commissioner for the time being.
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Any Officer appointed by the Board may be removed either with or
without cause at any time by majority vote of the Board. If the
office of any Officer becomes vacant for any reason, the vacancy
shall be filled by the Board.
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The Board may vote to appoint committees of the Board, which
committees may include persons who are not members of the Board;
provided that any action by a committee shall be approved by the
Board.
C. Responsibilities & Powers
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The MCSD, through the Board, shall have all powers and duties set
forth in La. La. Rev. Stat. §33:9091.14 (E). In addition to and
ant in limitation of those powers, the Board of Commissioners
shall have the following Responsibilities and Powers:
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The board shall adopt such rules and regulations as it deems
necessary or advisable for conducting business affairs.
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The Board of Commissioners have the overall responsibility for
the policies, management and administration of the affairs of
the MCSD. All Commissioners shall be obliged and committed to
representing the total interests and needs of MCSD and shall
demonstrate an affirmative obligation to the MCSD with respect
to meeting attendance and committee participation.
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The Board may hire personnel or contract for services as
necessary to administer the affairs of the MCSD, upon majority
vote by the Board.
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The Board may obtain and maintain liability and other
insurance as appropriate for the MCSD. The MCSD shall contract
for and accept the burden of expense of such insurance.
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The signature of two Commissioners is required on any check
payable by MCSD funds. However, this provision
notwithstanding, by majority vote of the board, the Board may
delegate signatory authority to the professional hired
pursuant to Section III (B)(3)(b) of these by laws. However,
if such authority is delegated, the signature of one
Commissioner will nevertheless be required.
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The board may enter into contracts approved by a majority vote
of the Board. Upon such approval, any Commissioner may sign
contracts in his or her official capacity on behalf of the
Board.
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The minute books and archives of the district shall be
maintained by the secretary/treasurer of the board. The
monies, funds, and accounts of the district shall be in the
official custody of the Board.
D. Indemnification
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Indemnification and Exculpation. Each Commissioner and Officer
shall be entitled to the exculpation from liability and to
indemnification by the District to the extent set forth in the
Act.
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Right to Indemnification. Without limiting the extent of the
indemnification provided for in the Act, each Commissioner or
Officer who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (“Proceeding”),
by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a Commissioner or
Officer of the District or is or was serving at the request of the
District (including any person who has not been duly elected or
appointed) (the “Indemnitee”), whether the basis of such
Proceeding is alleged action in an official capacity as a
Commissioner, Officer, employee or agent or in any other capacity,
including personal capacity, while serving as a Commissioner,
Officer, employee or agent, shall be indemnified and held harmless
by the District to the fullest extent allowed by the law as
presently existing or as it may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment
permits the District to provide broader indemnification rights
than the law permitted the District to provide prior to such
amendment), against any and all expenses, liability and loss
(including attorneys’ fees, judgments, fines, amounts paid in
connection with any arbitration or investigation and amounts paid
or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith. Indemnitee’s rights hereunder
shall be contract rights and shall include the right to be paid by
the District for expenses incurred in defending any such
Proceeding in advance of its final disposition; provided, however,
that the payment of such expenses incurred by an Indemnitee in
advance of the final disposition of such proceeding, shall be made
only upon delivery to the District of an undertaking in a form
satisfactory to counsel for the District, by or on behalf of such
Indemnitee, to repay all amounts so advanced if it should be
ultimately determined that such Indemnitee is not entitled to be
indemnified under this provision or otherwise.
ARTICLE IV – MEETINGS AND NOTICES
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Rules and regulations of the board relative to the notice and
conduct of meetings shall conform to applicable law, including, if
applicable, R. S 42:4.1 et seq., relative to open meetings.
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Each year the Board shall meet a minimum of once per quarter, and
by majority vote of the Commissioners,may meet more frequently as
needed. The Board may establish dates for regular meetings of the
Board. Unless waived, written notice, stating the place, date and
time of each meeting, and the general nature of the business to be
considered, shall be given to each Commissioner not less than 48
hours prior to the meeting. Unless otherwise provided by law,such
written notice may be delivered in person, by regular or express
mail addressed to the Commissioner’s residential or business
address, by facsimile transmission or by email. Unless prohibited
by law, any Commissioner may waive the notice requirement of this
section. A majority of the members of the Board then appointed and
holding office shall constitute a quorum for the transaction of
business. Each member of the board shall have one vote, and,
unless otherwise provided by law or in these Bylaws, the vote of a
majority of the members of the Board, present and voting, a quorum
being present, shall be required to decide any question upon which
the Board takes action. Commissioners must be present to vote.
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In addition to the regular meetings, special meetings may be
called by the Chairman, Vice-Chairman or by the request of at
least three Commissioners and must also provide at least 48 hours
prior written notice to the Commissioners.
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Unless otherwise waived by the Board, once a year the Board will
make a presentation on the state of the District. The date and
location of the presentation is at the discretion of the Board.
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The rights conferred herein on any person shall not be exclusive
of any other right which such person may have or hereafter acquire
under any statute, by-law, contract or other agreement, or
otherwise.
ARTICLE V – ORDER OF BUSINESS
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The order of business of meetings of the Board, whether they be
regular or special, shall be as follows:
- Roll call
- Approval of minutes of preceding meeting
- Report of officers
- Other reports
- Old business
- New business
- Public questions/comments
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Agendas of the meetings shall include the date, time and place of
the meeting, provided that upon approval of two-thirds of the
Commissioners present at a meeting, the Board may take up a matter
not on the agenda.
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Any public questions/comments may be limited in time upon a vote
of the members of the Board.
ARTICLE VI – FISCAL YEAR
Subject to statute, the fiscal year of the MCSD shall begin on the
1st day in January in each year.
ARTICLE VII -AMENDMENTS OF BY LAWS
Any proposed amendment to these bylaws may be adopted at a meeting
by a majority vote of all Commissioners.