2006 Louisiana Laws - RS 17:3396.4 — Membership of board of directors; vacancies; compensation; expenses; executive committee

§3396.4.  Membership of board of directors; vacancies; compensation; expenses; executive committee

A.  The corporation shall be managed by a board of directors consisting of nineteen members.  The following individuals shall serve on the board of directors:

(1)  The mayor-president of the city of Baton Rouge and the parish of East Baton Rouge.

(2)  The president of the Louisiana State University system.

(3)  The chancellor of Louisiana State University and Agricultural and Mechanical College at Baton Rouge.

(4)  The chancellor of Louisiana State University Agricultural Center.

(5)  The president of the Southern University System.

(6)  The chancellor of Southern University and Agricultural and Mechanical College at Baton Rouge.

(7)  The vice chancellor for research and economic development of Louisiana State University and Agricultural and Mechanical College at Baton Rouge.

(8)  The president pro tempore of the Metropolitan Council of the parish of East Baton Rouge and the city of Baton Rouge.

(9)  One member elected by the board of directors of the Greater Baton Rouge Chamber of Commerce who shall be a member of the chamber.  The ability of the member to recuse himself from voting shall be limited to recusal on votes which would be a violation of R.S. 42:1112(B)(3) involving any person of which he is an officer, director, trustee, or partner, provided that such member receives no compensation or other thing of economic value from such person. In addition, such member shall not be prohibited by R.S. 42:1111(C)(2)(d) from performing services for any person who has or is seeking to obtain contractual or other business or financial relationships with the Research Park Corporation, provided that such member receives no compensation or other thing of economic value from such person and provided that such member shall recuse himself from any vote of the board regarding such person.

(10)  The chairman of the Louisiana Public Facilities Authority.

(11)  One member elected by the board of directors of the Baton Rouge Area Foundation who shall be a member of the foundation.  The ability of the member to recuse himself from voting shall be limited to recusal on votes which would be a violation of R.S. 42:1112(B)(3) involving any person of which he is an officer, director, trustee, or partner, provided that such member receives no compensation or other thing of economic value from such person.  In addition, such member shall not be prohibited by R.S. 42:1111(C)(2)(d) from performing services for any person who has or is seeking to obtain contractual or other business or financial relationships with the Research Park Corporation, provided that such member receives no compensation or other thing of economic value from such person and provided that such member shall recuse himself from any vote of the board regarding such person.

(12)  The secretary of the Department of Economic Development.

(13)  In addition, the board members designated in Paragraphs (1) through (12) of this Subsection shall elect seven individuals to represent the business sector to serve on the board of directors.  Three of the individuals shall be minorities representing the minority business sector.  One of the three minority business sector board members shall be appointed from nominees submitted by the Economic Freedom Association, and one shall be appointed from nominees submitted by the Realtists of Baton Rouge.

B.  Board members serving by virtue of their appointive or elected offices shall serve during the time that they are elected or appointed to their respective offices.  Initial terms of the elected members designated in Paragraph (13) of Subsection A of this Section shall be three years.  Elected members may succeed themselves if reelected.

C.  Members of the board of directors shall serve without compensation, but the corporation may reimburse such members, or the institutions which they represent, for necessary expenses incurred in the discharge of their duties if such compensation does not violate any other provision of law to the contrary.

D.(1)(a)  For the prompt and efficient transaction of business, the bylaws established pursuant to R.S. 17:3396.5(6) may provide for an executive committee of the board of directors and allot to such committee all functions and powers of the board, subject to the general direction and control of the board and the provisions of this Section.

(b)  The committee shall consist of seven members of the board of directors, as follows:

(i)  Chairman of the board.

(ii)  Vice chairman of the board.

(iii)  Secretary of the board.

(iv)  Treasurer of the board.

(v)  Three additional members of the board, elected as provided in the bylaws of the board to one year terms. Such members shall be eligible for reelection to subsequent terms.

(c)  The members shall record the proceedings of each meeting of the executive committee.

(2)  A majority of the members of the executive committee shall constitute a quorum for the transaction of business and a majority of a quorum shall be required to take action.  However, when the board has delegated to the committee full power to act to bind the board with respect to a matter, affirmative action by a majority of the entire committee membership shall be required.

(3)  The executive committee shall meet at the call of the board chairman.

(4)(a)  The executive committee shall:

(i)  Consider such matters as are delegated or referred to it by the board.

(ii)  Execute such orders and resolutions as shall be assigned to it at any meeting of the board.

(iii)  Take such action as necessary when an emergency requiring immediate action arises during the interim between board meetings.

(b)  All acts of the executive committee shall be submitted to the board for ratification or rejection at its next meeting except acts on which the board has delegated to the executive committee full power to act to bind the board.

(c)  The provisions of R.S. 17:3396.8 shall apply to the actions of the executive committee in the same manner and to the same extent as it does to the board.

Acts 1992, No. 882, §1; Acts 1995, No. 294, §1; Acts 2002, 1st Ex. Sess., No. 21, §1, eff. April 18, 2002; Acts 2003, No. 995, §1, eff. July 2, 2003.