BYLAWS

 of

BEPA TITLE HOLDING COMPANY,
a subordinate organization of

BIG EASY PEDICAB ASSOCIATION

(proposed 2014-01-23)

 

ARTICLE I: NAME, MISSION, AND PURPOSES

 

Section 1.01.  Name.     The name of the organization is BEPA TITLE HOLDING COMPANY

 

Section 1.02. Mission.     The Company’s mission is to protect the real property of Big Easy Pedicab Association, its subsidiaries, and its members.

Section 1.03. Purpose.     The Company is organized for the exclusive purposes of acquiring, holding title to, and collecting income from real property.

Section 1.04. Undefined.     reserved

Section 1.05. Exempt Purposes Regulatory Compatibility.  The Company may not actively carry on a trade or business, except in certain circumstances where the Company may be considered a mere agent or integral part of BEPA or subsidiary. The number of shareholders or beneficiaries of the Company is capped at 35, and the Company (according to “TAMRA”) may not serve as a parent organization. Further, any interest as a tenant in common (or similar interest), or any indirect interest, for a certain amount of personal property (e.g., office furniture) to be held in connection with real property leased to others is limited. Thus, the Company must own its real property solely and directly, and not through an interest in a partnership, trust, or corporation, except that the Company may be a parent as long as it owns the subsidiary during its entire past existence. Thus, the Company cannot acquire a pre-existing corporation from the pre-existing corporation's shareholder. BEPA may not transfer any of the the Company's property to another person. If BEPA transferred less than all the property, however, the Company would then be holding an impermissible interest in personal property and would no longer meet the requirements for exemption. Additionally, the Company may not issue property to anyone other than BEPA.

Section 1.06. Dissolution.     Upon dissolution, the Company’s assets shall be transferred to BEPA

Section 1.07. Earnings.     No part of the net earnings of the Company shall inure to the benefit of, or be distributable to, any of its members, trustees, officers or other private persons, except that the Company shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes.

Section 1.08. Equality Statement.     Big Easy Pedicab Association does not discriminate on the basis of race, religion, creed, color, sex (including pregnancy and gender identity), national origin, ancestry, age, disability, physical handicap, mental handicap, medical condition, family medical history, genetic information, sexual orientation, parental status, marital status, political affiliation, military service, veteran status, or any other non-merit based factors.

ARTICLE II: BOARD OF TRUSTEES

Section 2.01. Selection.     Trustees shall first become and simultaneously serve as trustees of BIG EASY PEDICAB ASSOCIATION.

ARTICLE III: AUTHORITY AND DUTIES OF TRUSTEES

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE IV: AUTHORITY AND DUTIES OF OFFICERS

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE V: INDEMNIFICATION

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE VI: ADVISORY BOARDS AND COMMITTEES

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

ARTICLE VII: MEMBERS

 

Section 7.01. Classes.  The class of member is “Title Holding Company Member”.

 

Section 7.02. Qualifications.  Qualification for membership is having membership status 2 or more subordinate organizations of BEPA, including BEPA Trade Association.

 

Section 7.03. Resignation.  Resignations of membership are effective upon receipt by the Secretary of the Board of Trustees of a written notification. Resignations may also be submitted with a given date of resignation.

 

Section 7.04.  Removal.  A member may be removed by majority vote of all members whenever in the members’ judgment the best interests of the Company will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. If at such time a fair procedure is needed to provide a review committee, hearing, debate, and vote, the Board of Trustees shall create such a procedure.

Section 7.05. Dues.  Dues for Title Holding Company Members. Changes to dues for existing classes of membership shall be made by the Board of Trustees. The establishment of dues for future classes of membership shall be established by the Board of Trustees. Dues, in whole or any potentially applicable pro rata thereof, are non-refundable. Membership support, both in the form of dues and involvement in the organization's activities, must be at a meaningful level.

Section 7.06.  Meetings.  The annual membership meeting is currently undefined and shall be established by the Board of Trustees.

Section 7.07.  Benefits.  The primary benefit for having a title-holding company is for the BEPA and its subsidiaries to be able to limit their liability resulting from ownership of real property (by placing the property in the title-holding company, a separate entity). Other benefits include improving BEPA’s ability to borrow; clarify title; simplify accounting; or comply with state law requirements. BEPA and its subsidiaries are allowed, as smaller tax-exempt organizations, to pool their investment funds for purposes of investing in real estate and so obtain the same tax treatment that larger tax-exempt organizations have (S. Rep. No. 313, 99th Cong., 2d Sess. 885 (1986), 1986-3 (Vol. 3) C.B. 885; H.R. Rep. No. 841, 99th Cong., 2d Sess. II-824 (1986), 1986-3 (Vol. 4) C.B. 824).

 

ARTICLE VIII: FINANCIAL ADMINISTRATION

 

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

ARTICLE IX: BOOKS AND RECORDS

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

ARTICLE X: AMENDMENT OF BYLAWS

This article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.