2011 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:33 — Special amendment provisions

§33. Special amendment provisions

A.(1) If authorized by the articles as permitted by R.S. 12:24(B)(6), the board may adopt an amendment to the articles fixing the preferences, limitations, and relative rights of the shares of any class, or establishing, and fixing variations in relative rights and preferences as between, series of any preferred or special class. Unless otherwise provided in the articles, the number of shares of any such series to which such amendment applies may be increased, but not above the total number of authorized shares of the class, or decreased, but not below the number of shares thereof then outstanding, by an amendment likewise adopted by the board. In case the number of such shares shall be decreased, the number of shares constituting the decrease shall resume the status of authorized but unissued shares.

(2) When no shares of any such class or series are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, the board may adopt an amendment eliminating from the articles any or all matters set forth in any amendment previously adopted by the board with respect to such class or series. Unless otherwise provided in the articles, if no shares have been issued of a class or series established by an amendment to the articles adopted by the board, and there exists no binding commitment to issue any such shares of such class or series, the preferences, limitations, and relative rights thereof may be amended by a further amendment to the articles adopted by the board.

B. The articles shall be deemed amended to increase the authorized number of shares of the class involved, as required to permit issuance of shares, to the extent not available in the corporation's treasury, issuable pursuant to subscription rights, warrants, options or conversion privileges, grant or issuance of which was approved by such vote of the shareholders as would have been required to amend the articles to effect such increase.

C. If the articles provide that any shares purchased by the corporation and cancelled may not be reissued, and in case of cancellation of shares pursuant to R.S. 12:56(E), the articles shall, upon cancellation of such shares, be deemed amended to reduce the authorized capital stock by the number of shares so cancelled.

D. A merger agreement which complies with the provisions of R.S. 12:112(A) may prescribe changes to be effected by the merger in the articles of the surviving business corporation.

E. In case of an amendment pursuant to Subsection A, B or C of this Section, appropriate articles of amendment, reciting the relevant facts and that the articles have been amended as provided in this Section, shall forthwith be executed, acknowledged and filed by the proper officers of the corporation in the manner provided in R.S. 12:32 and 54(A); but omission to file such articles of amendment shall not derogate from the effectiveness of an amendment required by Subsection B or C of this Section.

Acts 1968, No. 105, §1; Acts 1989, No. 612, §1, eff. July 6, 1989.