Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 4 | THE ORGANIZATION AMENDED THE BYLAWS ON OCTOBER 15, 2020. PLEASE SEE BELOW FOR THE NEW BYLAWS, AS THEY WERE ENTIRELY RE-WRITTEN. WHEREAS DIXIE BUSINESS DEVELOPMENT CENTER, INC. (THE "DBDC"), A LOUISIANA NON PROFIT CORPORATION, DESIRES TO AMEND AND RESTATE THE CURRENT BYLAWS WHICH WERE ADOPTED ON MARCH 18,2010;AND WHEREAS ARTICLE XII OF THE ARTICLES OF INCORPORATION OF THE DBDC PROVIDES FOR THE AMENDMENT OF THE BYLAWS; NOW THEREFORE, THESE AMENDED AND RESTATED BYLAWS ("BYLAWS") OF THE DBDC ARE ADOPTED AND EFFECTIVE AS OF THE 15TH DAY OF OCTOBER 2020, AND COMPLETELY AMEND, SUPERSEDE, AND RESTATE ANY PRIOR BYLAWS OF THE DBDC. ARTICLE I. MEMBERSHIP THE SOLE MEMBER OF THE DBDC SHALL BE DIXIE ELECTRIC MEMBERSHIP CORPORATION ("DEMCO"). THE DEMCO BOARD OF DIRECTORS SHALL, BY RESOLUTION, APPOINT A DESIGNEE TO ACT ON ITS BEHALF AT ANY DBDC MEETING WHERE ACTION BY THE MEMBER IS REQUIRED. THE MEMBER DESIGNEE MAY INCLUDE ONE OR MORE OF THE DEMCO-APPOINTED DBDC DIRECTORS. ARTICLE II. RIGHTS AND LIABILITIES OF MEMBERS SECTION 1. PROPERTY INTEREST OF MEMBERS. DEMCO SHALL HAVE NO INDIVIDUAL OR SEPARATE INTEREST IN THE PROPERTY OR ASSETS OF THE DBDC EXCEPT THAT UPON DISSOLUTION OF THE DBDC, THE PROPERTY AND ASSETS OF THE DBDC REMAINING AFTER ALL DEBTS AND LIABILITIES OF THE DBDC ARE PAID, SHALL BE DISTRIBUTED AS PROVIDED IN THE ARTICLES OF INCORPORATION OF THE DBDC. SECTION 2. NON-LIABILITY FOR DEBTS OF THE DBDC. THE PRIVATE PROPERTY OF DEMCO SHALL BE EXEMPT FROM EXECUTION OR OTHER LIABILITIES FOR THE DEBTS OF THE DBDC AND DEMCO SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DEBTS OR LIABILITIES OF THE DBDC. ARTICLE III. MEETINGS OF THE MEMBER SECTION 1. ANNUAL MEETING. THE ANNUAL MEETING OF THE MEMBER SHALL BE HELD ANNUALLY AND SHALL BE HELD IN CONJUNCTION WITH A DBDC BOARD MEETING, AT SUCH DATE, PLACE, AND TIME AS SHALL BE DETERMINED BY THE DBDC'S BOARD OF DIRECTORS AND DESIGNATED IN THE NOTICE OF THE MEETING FOR THE PURPOSE OF ELECTING DIRECTORS, PASSING UPON REPORTS OF THE PREVIOUS FISCAL YEAR, AND TRANSACTING SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING. FAILURE TO HOLD THE ANNUAL MEETING OF THE MEMBER SHALL NOT WORK A FORFEITURE OR DISSOLUTION OF THE DBDC. THE DBDC'S DIRECTORS SHALL BE ELECTED AT THE ANNUAL MEETING OF THE MEMBER. SECTION 2. SPECIAL MEETINGS. SPECIAL MEETINGS OF THE MEMBER MAY BE CALLED BY RESOLUTION OF THE DBDC'S BOARD OF DIRECTORS, OR UPON WRITTEN REQUEST BY ANY THREE DBDC DIRECTORS, OR THE PRESIDENT, OR UPON THE REQUEST OF THE MEMBER AND IT SHALL THEREUPON BE THE DUTY OF THE SECRETARY TO CAUSE NOTICE OF SUCH MEETING TO BE GIVEN AS HEREINAFTER PROVIDED. SPECIAL MEETINGS OF THE MEMBER MAY BE HELD AT ANY PLACE SPECIFIED IN THE NOTICE OF THE SPECIAL MEETING. SECTION 3. NOTICE OF MEMBER MEETING. WRITTEN OR PRINTED NOTICE STATING THE PLACE, DAY AND HOUR OF THE MEETING, AND IN CASE OF A SPECIAL MEETING OR AN ANNUAL MEETING AT WHICH BUSINESS OTHER THAN THAT LISTED IN SECTION 6 OF THIS ARTICLE IS TO BE TRANSACTED, THE PURPOSE OR PURPOSES FOR WHICH THE MEETING IS CALLED, SHALL BE DELIVERED NOT LESS THAN TEN (10) DAYS NOR MORE THAN SIXTY (60) DAYS BEFORE THE DATE OF THE MEETING, EITHER PERSONALLY, BY MAIL, OR ANY OTHER ELECTRONIC MEANS, BY OR AT THE DIRECTION OF THE DBDC SECRETARY, OR UPON A DEFAULT IN DUTY BY THE SECRETARY, BY THE PERSONS CALLING THE MEETING, TO THE MEMBER. IF MAILED, SUCH NOTICE SHALL BE DEEMED TO BE DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL, ADDRESSED TO THE MEMBER AT ITS ADDRESS AS IT APPEARS ON THE RECORDS OF THE DBDC, WITH POSTAGE THEREON PREPAID. THE FAILURE OF THE MEMBER TO RECEIVE NOTICE OF AN ANNUAL OR SPECIAL MEETING OF THE MEMBER SHALL NOT INVALIDATE ANY ACTION WHICH MAY BE TAKEN BY THE MEMBER AT ANY SUCH MEETING. NOTICE OF ANY MEETING MAY BE WAIVED IN WRITING BY THE MEMBER AT ANY TIME; AND THE WAIVER NEED NOT SPECIFY THE PURPOSE OF, OR THE BUSINESS TO BE TRANSACTED AT, THE MEETING. NOTICE SHALL BE DEEMED GIVEN AND WAIVED BY THE MEMBER PRESENT AT ANY SUCH MEETING EXCEPT AS OTHERWISE PROVIDED BY LAW. SECTION 4. QUORUM. FOR THE PURPOSE OF CONDUCTING ANY MEETING OF THE MEMBER OF THE DBDC, THE PRESENCE OF THE MEMBER DESIGNEE SHALL CONSTITUTE A QUORUM. SECTION 5. VOTING. ALL QUESTIONS AT ANY MEMBER MEETING SHALL BE DECIDED BY THE VOTE OF THE MEMBER, EXCEPT AS PROVIDED BY LAW, THE ARTICLES OF INCORPORATION, OR THESE BYLAWS. NO VOTING MAY BE CONDUCTED BY PROXY. SECTION 6. ORDER OF BUSINESS. THE ORDER OF BUSINESS AT THE ANNUAL MEETING OF THE MEMBER MAY BE AS FOLLOWS: A. CALL TO ORDER BY THE DBDC'S BOARD PRESIDENT. B. REPORT AS TO THE MEMBER'S (AUTHORIZED DESIGNEE) ATTENDANCE IN ORDER TO DETERMINE THE EXISTENCE OF A QUORUM. C. PROOF OF THE NOTICE OF THE MEETING OR THE WAIVER OR WAIVERS OF NOTICE OF THE MEETING, AS THE CASE MAY BE. D. READING OF UNAPPROVED MINUTES OF PREVIOUS MEETING OF THE MEMBER AND THE TAKING OF NECESSARY ACTION THEREON. E. PRESENTATION AND CONSIDERATION OF REPORTS BY OFFICERS, DIRECTORS, AND COMMITTEES. F. ELECTION OF DIRECTORS. G. UNFINISHED BUSINESS. H. NEW BUSINESS. I. ADJOURNMENT. ARTICLE IV. DIRECTORS SECTION 1. GENERAL POWERS. THE BUSINESS AND AFFAIRS OF THE DBDC SHALL BE MANAGED BY A BOARD OF DIRECTORS WHICH SHALL EXERCISE ALL THE POWERS OF THE DBDC EXCEPT SUCH AS ARE BY LAW, THE ARTICLES OF INCORPORATION, OR THESE BYLAWS CONFERRED UPON OR RESERVED TO THE MEMBER. SECTION 2. QUALIFICATIONS AND TENURE. THERE SHALL BE NINE (9) DIRECTORS OF THE DBDC. THREE (3) DIRECTORS SHALL BE APPOINTED BY DEMCO. TWO (2) OF THE DEMCO APPOINTED DIRECTORS SHALL BE FROM THE BOARD OF DIRECTORS OF DEMCO. THE CHIEF EXECUTIVE OFFICER OFDEMCO SHALL SERVE AS THE THIRD DEMCO- APPOINTED DIRECTOR OF THE DBDC. THE REMAINING SIX (6) DIRECTORS SHALL BE ELECTED IN THE MANNER HEREIN PROVIDED FROM A LIST OF NOMINATIONS AT AN ANNUAL MEETING OF THE MEMBER. EACH DBDC DIRECTOR, WHETHER APPOINTED OR ELECTED, SHALL SERVE A TERM OF 3 YEARS, OR UNTIL SUCH TIME AS THEIR SUCCESSORS SHALL HAVE BEEN ELECTED AND SHALL HAVE QUALIFIED. THERE SHALL BE NO DIFFERENCE IN THE POWERS AND DUTIES WITH RESPECT TO APPOINTED AND ELECTED DIRECTORS. NO PERSON SHALL BE ELIGIBLE TO BE A CANDIDATE OR REMAIN A DIRECTOR OR TO HOLD ANY POSITION OF TRUST IN THE DBDC WHO: A. IS EMPLOYED BY, OR IS IN ANY WAY FINANCIALLY INTERESTED IN, ANY BUSINESS OR OTHER ENTERPRISE WHICH DOES ANY OF BUSINESS IN ANY MATERIAL MANNER WITH THE DBDC; OR B. IS EMPLOYED BY, OR IS IN ANY WAY FINANCIALLY INTERESTED IN, ANY BUSINESS OR OTHER ENTERPRISE WHICH IS ENGAGED IN ANY BUSINESS OR ENTERPRISE WHICH IS IN COMPETITION WITH THE DBDC. UPON ESTABLISHMENT OF THE FACT THAT A DIRECTOR IS HOLDING OFFICE IN VIOLATION OF ANY OF THE FOREGOING PROVISIONS, IT SHALL IMMEDIATELY BECOME INCUMBENT UPON THE DBDC BOARD OF DIRECTORS TO INVESTIGATE AND SEEK REMOVAL OF SUCH DIRECTOR FROM OFFICE. SECTION 3. NOMINATIONS. IT SHALL BE THE DUTY OF THE DBDC BOARD OF DIRECTORS TO APPOINT, WITHIN A REASONABLE PERIOD OF TIME PRIOR TO THE DATE OF THE ANNUAL MEETING OF THE MEMBER, AT WHICH DBDC DIRECTORS ARE TO BE ELECTED, A COMMITTEE ON NOMINATIONS TO NOMINATE A CANDIDATE FOR ANY OF THE 6 ELECTED POSITIONS ON THE BOARD OF DIRECTORS THAT MAY BE UP FOR ELECTION. THE NOMINATIONS COMMITTEE SHALL CONSIST OF THE DBDC BOARD PRESIDENT, WHO SHALL SERVE AS CHAIRMAN OF THE NOMINATIONS COMMITTEE, AT LEAST ONE OF THE APPOINTED DEMCO DIRECTORS, AND AT LEAST TWO OF THE ELECTED DBDC DIRECTORS. THE COMMITTEE SHALL PREPARE, A LIST OF NOMINATIONS FOR DIRECTORS. THE SECRETARY SHALL MAIL WITH THE NOTICE OF THE MEETING OR SEPARATELY, BUT AT LEAST SEVEN (7) DAYS BEFORE THE ANNUAL MEETING, A STATEMENT CONTAINING THE NAMES AND ADDRESSES OF THE CANDIDATE(S). ADDITIONAL NOMINATIONS FROM THE FLOOR OF THE MEETING SHALL NOT BE PERMITTED. A VOTE OF THE MEMBER FOR PURPOSES OF ELECTING A DIRECTOR(S) SHALL BE TAKEN AT THE ANNUAL MEETING OF THE MEMBER. THE BALLOT SHALL CONTAIN THE NAME(S) OF THE CANDIDATES FOR ANY OF THE SIX (6) ELECTED DIRECTOR POSITIONS WHICH ARE UP FOR ELECTION. IF THE DESIGNEE OF THE SOLE MEMBER (DEMCO) VOTES IN FAVOR OF THE CANDIDATE NOMINATED FOR EACH OPEN DIRECTOR POSITION, THE ELECTION OF ANY SUCH DIRECTOR MUST BE RATIFIED AND APPROVED BY A MAJORITY VOTE OF THE DEMCO BOARD OF DIRECTORS. IF THE REPRESENTATIVE OF THE SOLE MEMBER (DEMCO) VOTES AGAINST ANY OR ALL OF THE DBDC DIRECTOR CANDIDATES, THE NOMINATING COMMITTEE SHALL SUBMIT A NEW CANDIDATE(S) AT A SPECIAL SOLE MEMBER MEETING CALLED BY THE DBDC BOARD PRESIDENT WITHIN A REASONABLE PERIOD OF TIME AFTER THE ANNUAL MEETING OF THE MEMBER. SECTION 4. REMOVAL OF DIRECTORS BY MEMBER. IN THE EVENT THE DBDC BOARD OF DIRECTORS SEEKS TO REMOVE A DIRECTOR, A MAJORITY VOTE OF THE DBDC AND DEMCO BOARD OF DIRECTORS SHALL BE REQUIRED. SECTION 5. VACANCIES. ELECTED DIRECTORS. ANY VACANCY OCCURRING IN THE ELECTED DBDC BOARD OF DIRECTORS FOR WHATEVER REASON SHALL BE FILLED BY THE AFFIRMATIVE VOTE OF THE DBDC AND DEMCO BOARD OF DIRECTORS. THE DBDC AND DEMCO BOARD OF DIRECTORS SHALL BE PERMITTED A REASONABLE PERIOD OF |
| FORM 990, PART VI, SECTION B, LINE 11B | THE CONTROLLER OF DIXIE ELECTRIC MEMBERSHIP CORPORATION, DIXIE BUSINESS DEVELOPMENT CENTER'S PARENT ORGANIZATION, WILL REVIEW AND APPROVE THE FORM 990 BEFORE FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE ORGANIZATION REQUIRES ITS BOARD OF DIRECTORS TO COMPLETE AN ANNUAL QUESTIONNAIRE DISCLOSING ANY BUSINESS RELATIONSHIPS BETWEEN THE ORGANIZATION AND EACH OF ITS DIRECTORS AND THEIR FAMILY MEMBERS. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR VIEWING BY THE PUBLIC AT THE ORGANIZATION'S OFFICE IN DENHAM SPRINGS, LA. |
| FORM 990, PART VI, SECTION A, LINE 4 CONTINUED | TIME TO ELECT THE NEW DIRECTOR TO FILL THE VACANT ELECTED POSITION. ANY DIRECTOR SO ELECTED TO FILL A VACANT ELECTED DIRECTOR POSITION SHALL SERVE FOR THE UNEXPIRED PORTION OF THE TERM OF THE DIRECTOR IN RESPECT TO WHOM THE VACANCY OCCURS. APPOINTED DIRECTORS. ANY VACANCY OCCURRING IN THE DEMCO-APPOINTED DBDC BOARD OF DIRECTORS FOR WHATEVER REASON SHALL BE FILLED BY THE AFFIRMATIVE VOTE OF THE DEMCO BOARD OF DIRECTORS. THE DEMCO BOARD OF DIRECTORS SHALL BE PERMITTED A REASONABLE PERIOD OF TIME TO ELECT THE NEW DIRECTOR TO FILL THE VACANT DEMCO APPOINTED POSITION. ANY DIRECTOR SO ELECTED TO FILL A VACANT DEMCO- APPOINTED DBDC BOARD OF DIRECTOR POSITION SHALL SERVE FOR THE UNEXPIRED PORTION OF THE TERM OF THE DIRECTOR IN RESPECT TO WHOM THE VACANCY OCCURS. SECTION 6. COMPENSATION. DIRECTORS SHALL NOT RECEIVE ANY SALARY FOR THEIR SERVICES, BUT BY AFFIRMATIVE VOTE OF A MAJORITY OF THE MEMBER, A FIXED SUM AND EXPENSES OF ATTENDANCE, IF ANY, MAY BE ALLOWED AT EACH MEETING OF THE DBDC BOARD OF DIRECTORS AND MEETINGS OF COMMITTEES OF THE BOARD OF DIRECTORS. NO DIRECTOR SHALL RECEIVE COMPENSATION OF ANY KIND FOR SERVING THE DBDC IN ANY OTHER CAPACITY, NOR SHALL ANY CLOSE RELATIVE OF A DIRECTOR RECEIVE COMPENSATION FOR SERVICES TO THE DBDC UNLESS THE PAYMENT OF COMPENSATION SHALL BE SPECIFICALLY AUTHORIZED BY PRIOR VOTE OF THE MEMBER OR THE SERVICE OF SUCH DIRECTOR OR CLOSE RELATIVE SHALL HAVE BEEN CERTIFIED BY THE DBDC BOARD OF DIRECTORS AS AN EMERGENCY MEASURE. ARTICLE V. MEETING OF DIRECTORS SECTION 1. REGULAR MEETINGS. THE REGULAR MEETINGS OF THE DBDC BOARD OF DIRECTORS SHALL BE HELD AT SUCH DATE, TIME, AND PLACE AS THE BOARD OF DIRECTORS MAY PROVIDE. SECTION 2. SPECIAL MEETINGS. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE CALLED BY THE PRESIDENT, BY ANY THREE DIRECTORS, OR THE MEMBER AND IT SHALL THEREUPON BE THE DUTY OF THE SECRETARY TO CAUSE NOTICE OF SUCH MEETING TO BE GIVEN AS HEREINAFTER PROVIDED. THE PRESIDENT, THE DIRECTORS, OR THE MEMBER CALLING THE MEETING SHALL FIX THE TIME AND PLACE FOR THE HOLDING OF THE MEETING. SECTION 3. NOTICE OF DIRECTOR'S MEETING. WRITTEN NOTICE OF THE TIME, PLACE AND PURPOSE OF ANY SPECIAL MEETING OF THE DBDC BOARD OF DIRECTORS SHALL BE DELIVERED NOT LESS THAN THREE (3) DAYS PREVIOUS THERETO, EITHER PHYSICALLY, BY MAIL, OR BY ANY OTHER ELECTRONIC MEANS, BY OR AT THE DIRECTION OF THE SECRETARY, OR UPON DEFAULT IN DUTY BY THE SECRETARY, BY THE PRESIDENT OR THE DIRECTORS CALLING THE MEETING, TO EACH DIRECTOR. IF MAILED, SUCH NOTICE SHALL BE DEEMED TO BE DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL ADDRESSED TO THE DIRECTOR AT HIS ADDRESS AS IT APPEARS ON THE RECORDS OF THE DBDC WITH POSTAGE THEREON PREPAID. SECTION 4. QUORUM. A QUORUM FOR A MEETING OF THE DBDC BOARD OF DIRECTORS SHALL BE PRESENT WHEN ANY THREE (3) OF THE APPOINTED AND/OR ELECTED DIRECTORS ARE PRESENT AT A MEETING. IF LESS THAN THE NUMBER OF DIRECTORS NEEDED FOR A QUORUM AS SET FORTH HEREIN IS PRESENT AT A MEETING, A MAJORITY OF THE DIRECTORS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME; AND PROVIDED FURTHER, THAT THE SECRETARY SHALL NOTIFY ANY ABSENT DIRECTORS OF THE TIME AND PLACE OF THE RESCHEDULED MEETING. THE ACT OF THE MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD OF DIRECTORS. ARTICLE VI. OFFICERS SECTION 1. NUMBER. THE OFFICERS OF THE DBDC SHALL BE PRESIDENT, VICE PRESIDENT, SECRETARY, AND TREASURER AND ANY OTHER OFFICERS AS MAY BE DETERMINED NECESSARY BY THE BOARD OF DIRECTORS FROM TIME TO TIME. THE TREASURER SHALL BE DEMCO'S DESIGNEE FOR SO LONG AS IT IS THE SOLE MEMBER OF THE DBDC. THE OFFICES OF SECRETARY AND TREASURER MAY BE HELD BY THE SAME PERSON. SECTION 2. ELECTION AND TERM OF OFFICE. THE OFFICERS, EXCEPT FOR THE OFFICE OF TREASURER, SHALL BE ELECTED ANNUALLY BY THE DBDC BOARD OF DIRECTORS AT A DBDC BOARD MEETING FOLLOWING THE DBDC ANNUAL MEETING OF THE MEMBER. IF THE ELECTION OF OFFICERS SHALL NOT BE HELD AT SUCH DBDC BOARD MEETING, SUCH ELECTION SHALL BE HELD AS SOON THEREAFTER AS CONVENIENTLY POSSIBLE. EACH OFFICER SHALL HOLD OFFICE UNTIL THE NEXT SUCCEEDING DBDC BOARD MEETING FOLLOWING THE ANNUAL MEETING OF THE MEMBER OR, UNTIL HIS SUCCESSOR SHALL HAVE BEEN ELECTED AND SHALL HAVE QUALIFIED. A VACANCY IN ANY OFFICE SHALL BE FILLED BY THE DBDC BOARD OF DIRECTORS FOR THE UNEXPIRED PORTION OF THE TERM. SECTION 3. REMOVAL OF OFFICERS AND AGENTS. ANY DBDC OFFICER OR AGENT ELECTED BY THE SOLE MEMBER MAY BE REMOVED BY A VOTE OF THE SOLE MEMBER WHENEVER IN ITS JUDGMENT THE BEST INTERESTS OF THE DBDC WILL BE SERVED THEREBY. SECTION 4. PRESIDENT. THE PRESIDENT SHALL: A. BE THE PRINCIPAL EXECUTIVE OFFICER OF THE DBDC AND, UNLESS OTHERWISE DETERMINED BY THE MEMBER, SHALL PRESIDE AT ALL MEETINGS OF THE MEMBER AND THE DBDC BOARD OF DIRECTORS; AND B. SIGN, WITH THE SECRETARY ANY DEEDS, MORTGAGES, DEEDS OF TRUST, NOTES, BONDS, CONTRACTS, OR OTHER INSTRUMENTS AUTHORIZED BY THE DBDC AND DEMCO BOARD OF DIRECTORS TO BE EXECUTED, EXCEPT IN CASES IN WHICH THE SIGNING AND EXECUTION THEREOF SHALL BE EXPRESSLY DELEGATED BY THE DBDC AND DEMCO BOARD OF DIRECTORS OR BY THESE BYLAWS TO SOME OTHER OFFICER OR AGENT OF THE DBDC, OR SHALL BE REQUIRED BY LAW TO BE OTHERWISE SIGNED OR EXECUTED; AND C. IN GENERAL, PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF PRESIDENT AND SUCH OTHER DUTIES AS MAY BE PRESCRIBED BY THE DBDC AND DEMCO BOARD OF DIRECTORS FROM TIME TO TIME. SECTION 5. VICE PRESIDENT. IN THE ABSENCE OF THE PRESIDENT, OR IN THE EVENT OF HIS INABILITY OR REFUSAL TO ACT, THE VICE PRESIDENT SHALL PERFORM THE DUTIES OF THE PRESIDENT AND WHEN SO ACTING, SHALL HAVE ALL THE POWERS OF AND BE SUBJECT TO ALL THE RESTRICTIONS UPON THE PRESIDENT. THE VICE PRESIDENT SHALL ALSO PERFORM SUCH OTHER DUTIES AS FROM TIME TO TIME MAY BE ASSIGNED TO HIM BY THE DBDC AND DEMCO BOARD OF DIRECTORS. SECTION 6. SECRETARY. THE SECRETARY SHALL: A. KEEP THE MINUTES OF THE MEETINGS OF THE MEMBER AND OF THE DBDC BOARD OF DIRECTORS IN ONE OR MORE BOOKS FOR THAT PURPOSE; B. SEE THAT ALL NOTICES ARE DULY GIVEN IN ACCORDANCE WITH THESE BYLAWS OR AS REQUIRED BY LAW; C. BE CUSTODIAN OF THE CORPORATE RECORDS AND OF THE SEAL OF THE DBDC, IF ANY, AND AFFIX THE SEAL OF THE DBDC TO ALL DOCUMENTS, THE EXECUTION OF WHICH ON BEHALF OF THE DBDC UNDER ITS SEAL IS DULY AUTHORIZED IN ACCORDANCE WITH THE PROVISIONS OF THESE BYLAWS; D. KEEP A REGISTER OF THE NAME AND POST OFFICE ADDRESS OF THE MEMBER; E. HAVE GENERAL CHARGE OF THE BOOKS OF THE DBDC IN WHICH A RECORD OF THE MEMBER IS KEPT; F. KEEP ON FILE AT ALL TIMES A COMPLETE COPY OF THE ARTICLES OF INCORPORATION AND BYLAWS OF THE DBDC CONTAINING ALL AMENDMENTS THERETO, WHICH COPY SHALL ALWAYS BE OPEN TO THE INSPECTION OF THE MEMBER AND AT THE EXPENSE OF THE DBDC FORWARD A COPY OF THE BYLAWS AND OF THE AMENDMENTS THERETO TO THE MEMBER; AND G. IN GENERAL PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF SECRETARY AND SUCH OTHER DUTIES AS FROM TIME TO TIME MAY BE ASSIGNED TO HIM BY THE BOARD OF DIRECTORS OR THE MEMBER. SECTION 7. TREASURER. THE TREASURER SHALL BE A DEMCO DESIGNEE, UNLESS OTHERWISE PROVIDED HEREIN, AND SHALL: A. HAVE CHARGE AND CUSTODY OF AND BE RESPONSIBLE FOR ALL FUNDS AND SECURITIES OF THE DBDC; B. BE RESPONSIBLE FOR THE RECEIPT OF AND THE ISSUANCE OF RECEIPTS FOR MONIES DUE AND PAYABLE TO THE DBDC FROM ANY SOURCE WHATSOEVER, AND FOR DEPOSIT OF ALL SUCH MONIES IN THE NAME OF THE DBDC IN SUCH BANK OR BANKS AS SHALL BE SELECTED IN ACCORDANCE WITH THE PROVISIONS OF THESE BYLAWS; AND C. IN GENERAL PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF TREASURER AND SUCH OTHER DUTIES AS FROM TIME TO TIME MAY BE ASSIGNED TO IT BY THE DBDC AND DEMCO BOARD OF DIRECTORS. SECTION 8. GENERAL MANAGER. THE DBDC BOARD OF DIRECTORS, SUBJECT TO THE APPROVAL BY A MAJORITY VOTE OF THE DEMCO BOARD OF DIRECTORS, MAY APPOINT A GENERAL MANAGER. THE GENERAL MANAGER SHALL PERFORM SUCH DUTIES AND SHALL EXERCISE SUCH AUTHORITY AS THE DBDC AND DEMCO BOARD OF DIRECTORS MAY FROM TIME TO TIME VEST IN HIM. SECTION 9. BONDS AND OFFICERS. THE DBDC AND DEMCO BOARD OF DIRECTORS IN THEIR DISCRETION MAY REQUIRE ANY OFFICER, AGENT OR EMPLOYEE OF THE DBDC TO GIVE A BOND IN SUCH AMOUNT AND WITH SUCH SURETY AS IT SHALL DETERMINE. SECTION 10. COMPENSATION. THE POWERS, DUTIES AND COMPENSATION OF ANY AGENTS AND EMPLOYEES SHALL BE FIXED BY THE DBDC AND DEMCO BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THESE BYLAWS. SECTION 11. REPORTS. THE OFFICERS OF THE DBDC MAY SUBMIT AT EACH ANNUAL MEETING OF THE MEMBER REPORTS COVERING THE BUSINESS OF THE DBDC FOR THE PREVIOUS FISCAL YEAR. SUCH REPORTS SHALL SET FORTH THE CONDITION OF THE DBDC AT THE CLOSE OF SUCH FISCAL YEAR. ARTICLE VII. DISPOSITION OF REVENUES AND RECEIPTS REVENUES OF THE DBDC FOR ANY FISCAL YEAR IN EXCESS OF THE AMOUNT NECESSARY: A. TO DEFRAY EXPENSES OF THE DBDC AND OF THE OPERATION AND MAINTENANCE OF ITS FACILITIES DURING THE FISCAL YEAR; B. TO PAY INTEREST AND PRINCIPAL OBLIGATIONS |
| FORM 990, PART VI, SECTION A, LINE 4 CONTINUED | OF THE DBDC COMING DUE IN SUCH FISCAL YEAR; C. TO FINANCE, OR TO PROVIDE A RESERVE FOR THE FINANCING OF, THE CONSTRUCTION OR ACQUISITION BY THE DBDC OF ADDITIONAL FACILITIES (TO THE EXTENT) AS DETERMINED BY THE MEMBER; AND D. TO PROVIDE A RESERVE FOR PAYMENT OF INDEBTEDNESS OF THE DBDC MATURING MORE THAN ONE YEAR AFTER THE DATE OF THE INCURRENCE OF SUCH INDEBTEDNESS IN AN AMOUNT NOT LESS THAN THE TOTAL OF THE INTEREST AND PRINCIPAL PAYMENTS IN RESPECT THEREOF REQUIRED TO BE MADE DURING THE NEXT FISCAL YEAR; SHALL, UNLESS OTHERWISE DETERMINED BY A VOTE OF THE MEMBER, BE RETAINED BY THE DBDC AS A CONTINGENCY FUND TO BE USED FOR FUTURE OPERATIONS, UNEXPECTED EXPENSES, AND ANY SUCH OTHER EXPENSES AS THE MEMBER MAY, FROM TIME TO TIME APPROVE. ARTICLE VIII. DISPOSITION OF PROPERTY THE DBDC MAY NOT SELL, MORTGAGE, LEASE OR OTHERWISE DISPOSE OF OR ENCUMBER ALL OR ANY SUBSTANTIAL PORTION OF ITS PROPERTY UNLESS SUCH SALE, MORTGAGE, LEASE OR OTHER DISPOSITION OR ENCUMBRANCE IS AUTHORIZED AT A DULY HELD MEETING OF THE MEMBER THEREOF BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DEMCO BOARD OF DIRECTORS, AND UNLESS THE NOTICE OF SUCH PROPOSED SALE, MORTGAGE, LEASE OR OTHER DISPOSITION OR ENCUMBRANCE SHALL HAVE BEEN CONTAINED IN THE NOTICE OF THE MEETING. ARTICLE IX. SEAL THE CORPORATE SEAL OF THE DBDC, IF ONE SHALL EXIST, SHALL BE IN THE FORM OF A CIRCLE AND SHALL HAVE INSCRIBED THEREON THE NAME OF THE DBDC AND THE WORDS, "CORPORATE SEAL, DIXIE BUSINESS DEVELOPMENT CENTER, INC., STATE OF LOUISIANA." ARTICLEX. FINANCIAL TRANSACTION SECTION 1. CONTRACTS. EXCEPT AS OTHERWISE PROVIDED IN THESE BYLAWS, THE DBDC BOARD OF DIRECTORS MAY AUTHORIZE ANY OFFICER OR OFFICERS, AGENT OR AGENTS, EMPLOYEE OR EMPLOYEES, TO ENTER INTO ANY CONTRACT OR EXECUTE AND DELIVER ANY INSTRUMENT IN THE NAME OF AND ON BEHALF OF THE DBDC, AND SUCH AUTHORITY MAY BE GENERAL OR CONFINED TO SPECIFIC INSTANCES. SECTION 2. CHECKS, DRAFTS, NOTES, BONDS, ETC. EXCEPT AS OTHERWISE PROVIDED BY LAW OR IN THESE BYLAWS, ALL MONIES SPENT (CHECKS, DRAFTS, OR OTHER ORDERS FOR THE PAYMENT OF MONEY), AND ALL NOTES, BONDS OR OTHER EVIDENCE OF INDEBTEDNESS ISSUED IN THE NAME OF THE DBDC SHALL BE SIGNED BY SUCH OFFICER OR OFFICERS, AGENT OR AGENTS, EMPLOYEE OR EMPLOYEES OF THE DBDC AND IN SUCH MANNER AS SHALL FROM TIME TO TIME BE DETERMINED BY RESOLUTION OF THE DBDC BOARD OF DIRECTORS AND THE DEMCO BOARD OF DIRECTORS. SECTION 3. DEPOSITS. ALL FUNDS OF THE DBDC SHALL BE DEPOSITED FROM TIME TO TIME TO THE CREDIT OF THE DBDC IN SUCH BANK OR BANKS AS THE DBDC BOARD OF DIRECTORS MAY SELECT. SECTION 4. FISCAL YEAR. THE FISCAL YEAR FOR THE DBDC SHALL BEGIN ON THE FIRST DAY OF JANUARY OF EACH YEAR AND END ON THE THIRTY-FIRST DAY OF DECEMBER OF THE SAME YEAR. ARTICLE XI. MISCELLANEOUS SECTION 1. MEMBERSHIP IN OTHER ORGANIZATIONS. THE DBDC SHALL HAVE THE RIGHT TO BECOME A MEMBER OF ANY ORGANIZATION, BUSINESS, CIVIC OR OTHERWISE, THAT WILL BENEFIT THE DBDC AND ITS MEMBERS. SECTION 2. RULES AND REGULATIONS. THE DEMCO BOARD OF DIRECTORS SHALL HAVE POWER TO MAKE AND ADOPT SUCH RULES AND REGULATIONS, NOT INCONSISTENT WITH THE LAW, THE ARTICLES OF INCORPORATION OR THESE BYLAWS, AS IT MAY DEEM ADVISABLE FOR THE MANAGEMENT, ADMINISTRATION AND REGULATION OF THE BUSINESS AND AFFAIRS OF THE DBDC. SECTION 3. ACCOUNTING SYSTEM AND REPORTS. THE DBDC BOARD OF DIRECTORS SHALL CAUSE TO BE ESTABLISHED AND MAINTAINED A COMPLETE ACCOUNTING SYSTEM WHICH SHALL CONFORM TO THE REQUIREMENTS OF ANY LENDER OR GRANTOR OF FUNDS TO THE DBDC. ALL ACCOUNTS OF THE DBDC SHALL BE EXAMINED BY THE DBDC BOARD OF DIRECTORS. THE DBDC BOARD OF DIRECTORS SHALL ALSO, AFTER THE CLOSE OF EACH FISCAL YEAR, CAUSE TO BE MADE A FULL AND COMPLETE AUDIT OF THE- ACCOUNTS, BOOKS AND FINANCIAL CONDITION OF THE DBDC AS OF THE END OF SUCH FISCAL YEAR. SUCH REPORTS SHALL BE SUBMITTED TO THE MEMBER WITHIN 150 DAYS FOLLOWING THE CLOSE OF SUCH DBDC FISCAL YEAR. SECTION 4. COMMITTEES. THE DBDC BOARD OF DIRECTORS MAY CREATE SUCH STANDING COMMITTEES OR AD HOC COMMITTEES AS IT MAY DEEM NECESSARY FROM TIME TO TIME. THE PRESIDENT, OR HIS DESIGNEE, SHALL APPOINT MEMBERS TO ANY SUCH COMMITTEES SO CREATED, WHO SHALL BE DIRECTORS OF THE DBDC. THE PRESIDENT SHALL SIT AS AN EX OFFICIO MEMBER OF ALL COMMITTEES. SECTION 5. OFFICER AND DIRECTOR INDEMNITY. ANY PAST OR PRESENT OFFICER OR DIRECTOR OF THE DBDC MAY BE INDEMNIFIED FOR ACTIONS TAKEN WHILE IN THE SERVICE OF THE DBDC AS PROVIDED IN LOUISIANA REVISED STATUTES 12.227, BY A MAJORITY VOTE OF BOARD OF DIRECTORS OF THE MEMBER OF THE DBDC. ARTICLE XII. AMENDMENT OF BYLAWS AS SET FORTH IN THE ARTICLES OF INCORPORATION, THESE BYLAWS MAY BE RESTATED, AMENDED, OR REPEALED FROM TIME TO TIME BY A MAJORITY VOTE OF THE DEMCO BOARD OF DIRECTORS AT ANY REGULAR MEETING OF SAID BOARD, AFTER AT LEAST TEN (10) DAYS NOTICE. THE DBDC BOARD OF DIRECTORS MAY MAKE ADVISORY RECOMMENDATIONS TO THE DEMCO BOARD OF DIRECTORS CONCERNING ALTERATIONS, AMENDMENTS OR REPEAL OF THESE BYLAWS. ARTICLE XIII. ACTIONS REQUIRING DBDC AND DEMCO BOARD OF DIRECTORS APPROVAL NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE FOLLOWING ACTIONS BY THE DBDC SHALL REQUIRE APPROVAL BY A MAJORITY VOTE OF THE DBDC AND DEMCO BOARD OF DIRECTORS: A) HIRING OR FIRING A GENERAL MANAGER OF THE DBDC; IN THE EVENT A NEW GENERAL MANAGER IS TO BE HIRED, A HIRING COMMITTEE SHALL BE COMPOSED OF THE 2 DEMCO BOARD MEMBERS WHO SERVE AS DBDC DIRECTORS AND 2 OF THE ELECTED DBDC DIRECTORS. THE 2 ELECTED DBDC DIRECTORS WHO SERVE ON THE HIRING COMMITTEE SHALL BE APPOINTED BY THE DBDC BOARD PRESIDENT AND APPROVED BY A MAJORITY VOTE OF THE DBDC BOARD OF DIRECTORS. B) BORROWING MONEY IN ANY AMOUNT; C) APPOINTMENT OF DBDC DIRECTORS; D) REMOVAL OF DBDC DIRECTORS; AND E) SALE OF ASSETS. ALTHOUGH NOT REQUIRING THE DEMCO BOARD OF DIRECTORS' APPROVAL, THE DBDC SHALL SHARE EACH YEAR WITH THE DEMCO BOARD OF DIRECTORS, FOR INFORMATIONAL PURPOSES, THE DBDC'S ANNUAL BUDGET AND THE DBDC'S ANNUAL AUDIT. IN WITNESS WHEREOF, THE AMENDED AND RESTATED BYLAWS OF DIXIE BUSINESS DEVELOPMENT CENTER, INC. HAVE BEEN ADOPTED EFFECTIVE THE 15TH DAY OF OCTOBER, 2020. |
| FORM 990, PART XII, LINE 2C | THE BOARD AS A WHOLE IS RESPONSIBLE FOR OVERSEEING THE AUDIT OF THE FINANCIAL STATEMENTS AND THE SELECTION OF THE INDEPENDENT ACCOUNTANT TO PERFORM THE AUDIT. |
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