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Our
Organizations Structure
Louisiana Land and Water Foundation shall have the power
to do all lawful acts or things, necessary, appropriate or described
to carry out and in furtherance of its purpose described in Article
III which are consistent with Louisiana Corporation Act and Section
501c(3) of the Internal Revenue Code and Louisiana Nonprofit Corporation
Law.
No part of the activites of this corporation shall be devoted to
attempting to influence legislation by propaganda and the corporation
shall not participate in, or intervene in any political campaign
on behalf of or in oppostion to any candidate for public office.
Designations. The officers of the corporation shall be a President,
Vice President, a Secretary and a Treasurer. All officers shall
hold office until their successors are elected and qualified. Any
two or more offices may be held by the same person. The President.
The President shall preside at all meetings of the Board of Directors,
shall have general supervision of the affairs of the corporation,
and shall perform such other duties as are incident to the office
or are properly required of the President by the Board of Directors.
Vice Presidents. During the absence or disability of the President,
the Executive Vice Presidents, if any, or any of the Vice Presidents
in the order designated by the Board of Directors, shall exercise
all the functions of the President. Each Vice President shall have
such powers and discharge such duties as may be assigned to him
or her from time to time by the Board of Directors. The Treasurer.
The Treasurer shall have the custody of all monies and securities
of the corporation and shall keep regular books of account. The
Treasurer shall disburse the funds of the corporation in payment
of the just demands against the corporation or as may be ordered
by the Board of Directors (taking proper vouchers for such disbursements)
and shall render to the Board of Directors from time to time as
may be required, an account of all transactions undertaken as Treasurer
and of the financial condition of the corporation. The Treasurer
shall perform such other duties as are incident to the office or
are properly required by the Board of Directors. The Assistant Treasurer,
or Assistant Treasurers, in the order designated by the Board of
Directors, shall perform all of the duties of the Treasurer in the
absence or disability of the Treasurer, and at other times may perform
such other duties as are directed by the President or the Board
of Directors. Vacancies. Vacancies in any office arising from any
cause may be filled by the Board of Directors at any regular or
special meeting of the Board.
The Board of Directors shall have power to make, alter, amend, and
repeal the Bylaws of this corporation; provided, that the Board
will not approve any such alteration, amendment, or repeal that
would adversely impact the rights of any class of directors unless
such alteration, amendment, or repeal shall first have received
the approval of two-thirds (2/3) of the directors of such class.
This corporation shall have no capital stock and no part of the
net earnings of this corporation shall insure in whole or in part
to the benefit of, or be distributable to, any officer, director,
or other individual having a personal or private interest in the
activities of the corporation, or to any person or organization
other than an organization which is exempt from federal income taxation
under Sections 501(a) and 501©(3) of the Code, except that
the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered, to make reimbursement for reasonable
expenses incurred in its behalf, and to make payments and distributions
in furtherance of the purposes stated in Article III.
No contracts or other transactions between this corporation and
any other corporation, and no act of this corporation shall in any
way be affected or invalidated by the fact that any director of
this corporation is pecuniarily or otherwise interested in, or is
a trustee, director, or officer of, such other corporation.
Any director, individually, or any firm of which any trustee may
be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contracts or transactions of the corporation;
provided, that the fact that such director or such firm is so interested
shall be disclosed to or shall have been known by the Board of Directors
or a majority thereof.
Upon any dissolution of this corporation under provisions of the
laws of the State of Louisiana for nonprofit corporations, all of
its assets remaining after payment of creditors shall be distributed
to one or more organizations selected by the Board of Directors
which are qualified as exempt from taxation under the provisions
of Sections 501(a) and 501©(3) of the Code, or any successor
statutes, and which further the purposes set forth in Article III.
In no event shall any of the corporation's assets be distributed
to the officers, directors, or members of the corporation.
This corporation shall be a nonprofit corporation and shall have
no capital stock. It shall be operated and maintained by contributions.
It will be classified as a public charity or public foundation 501c(3).
The books will be kept as per law of the State of Louisiana.
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