2006 Louisiana Laws - RS 6:708 — Directors; number; qualifications; oath; vacancies

§708.  Directors; number; qualifications; oath; vacancies

A.  The business of each association shall be managed and its corporate powers exercised by a board of directors.  The board shall consist of not less than five nor more than twenty-five natural persons who shall be elected as established by the articles of incorporation or bylaws.  The board shall be elected as hereinafter set forth, by a plurality of the votes at the annual meeting of members or stockholders or at any other meeting of members or stockholders called for that purpose.  A director may be removed from the board as provided in the articles of incorporation.

B.  At the first annual meeting, the members or stockholders may divide the directors into three classes of as nearly equal numbers as possible.  The term of office of directors of the first class shall expire at the next annual meeting after the first election; of the second class, one year thereafter; and of the third class, two years thereafter.  At each annual election thereafter the directors may be chosen for a full term of three years to succeed those whose terms expire.  Except with respect to their specific terms of office, all directors shall possess equal power.  No director shall be elected for a longer single term than three years.

C.  At least three-fifths of the directors shall be citizens of the United States during their entire term of service and shall have resided in the United States for at least one year preceding their election.  No director of an association shall serve simultaneously as a director of more than one association without the prior approval of the commissioner, except any person serving as a director of more than one association prior to July 29, 1970 may continue to serve in those capacities.

D.  Repealed by Acts 2003, No. 360, §1, eff. June 18, 2003.

E.  Any person adjudicated a bankrupt or convicted of a criminal offense involving dishonesty or a breach of trust, while serving as a director or officer may, after notice and opportunity to be heard, be suspended or removed by the commissioner.  However, no action of the board of directors shall be invalidated by reason of the participation of such a director in any action.

F.  Upon assuming office, each director shall take an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of the association and will not knowingly violate, or willfully permit to be violated, any of the provisions of this Chapter.  The oath shall be subscribed to by the director making and taking it and each oath shall be entered into the minutes of the next regular or special meeting of the board of directors.  The oath shall be retained in the records of the association for examination by the commissioner.

G.  The board of directors of each association shall hold meetings at the times and places provided for in the bylaws.

H.  Any director who, without excuse duly accepted by the members of the board present at such meetings and entered upon the minutes of the meetings, fails to attend three consecutive meetings of the board of directors of any association may be deprived of membership on the board, which, pending a reelection of the members, cannot be restored except for good cause shown.

I.  In the event of a vacancy on the board of directors, including vacancies created by an increase in the number of directors, the board of directors may fill such vacancy pending election by the members.

Acts 1983, No. 675, §1; Acts 1989, No. 395, §1, eff. June 30, 1989; Acts 1993, No. 276, §1, eff. Oct. 1, 1993; Acts 2003, No. 360, §1, eff. June 18, 2003.