2006 Louisiana Laws - RS 12:75 — Voting of shareholders and bondholders

§75.  Voting of shareholders and bondholders

A.  Except as provided in R.S. 12:136 and R.S. 12:140.12, and except as otherwise provided in the articles, each shareholder of record shall have the right, at every shareholders' meeting, to one vote for each share standing in his name on the books of the corporation; provided that on and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.  

B.  The articles may provide that in the election of directors, each shareholder of record shall have the right to multiply the number of votes to which he may be entitled under subsection A of this section, by the number of directors to be elected, and to cast all such votes for one candidate, or distribute them among any two or more candidates.  

C.(1)  A shareholder shall have the right to cast his vote either in person or, subject to the following provisions, by proxy duly authorized in writing, signed by the shareholder and filed with the secretary at or before the meeting.  

(2)  The authority of the holder of a proxy to act shall not be revoked by the death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of such death is received by the corporate officer responsible for maintaining the list of shareholders.  

(3)  A proxy shall be revocable at will, unless otherwise validly provided by agreement or by any provision of the proxy.  The validity of every unrevoked proxy shall cease eleven months after the date of its execution, unless some other definite period of validity shall expressly be provided therein; but in no case shall an outstanding proxy be valid for longer than three years.  The revocation of a proxy (if revocable) shall not be effective until written notice thereof has been given to the secretary of the corporation, or unless a proxy of later date is filed with the secretary at or before the meeting.  No proxy to vote at a meeting called pursuant to R.S. 12:138 shall be valid if it is not executed and dated by the shareholder within thirty days of the date of such meeting.  

(4)  A proxy regular on its face, and signed in the name of a shareholder entitled to vote at the meeting, shall be deemed valid unless challenged before it is voted, and the burden of proving invalidity shall be on the challenger.  

(5)  When shares are registered in the names of two or more persons (other than fiduciaries), a proxy signed by any one or more of them shall be deemed valid unless the corporation receives written notice to the contrary from a nonsigning registered holder before the proxy is voted.  

(6)  Except as otherwise provided in the articles or bylaws, without limiting the manner in which a shareholder may authorize another person or persons to act for him as proxy, pursuant to this Subsection, the following shall constitute a valid means by which a shareholder may grant such authority:

(a)  A shareholder may execute a writing authorizing another person or persons to act for him as proxy.  Execution may be accomplished by the shareholder or his authorized officer, director, employee, or agent signing such writing or causing his signature to be affixed to such writing by any reasonable means, including but not limited to facsimile signature.  

(b)  A shareholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy, or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission; however, any such telegram, cablegram, or other means of electronic transmission shall be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the shareholder.  If it is determined that such telegrams, cablegrams, or other electronic transmissions are valid, the inspectors or other such persons making that determination, shall specify the information upon which they relied.  

(c)  Any copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission, created pursuant to this Subsection, may be substituted or used in lieu of the original writing or transmission, for all purposes for which the original writing or transmission could be used; however, such copy, facsimile telecommunication, or other reliable reproduction shall be a complete reproduction of the entire original writing or transmission.  

D.  A person whose shares are pledged shall be entitled to vote thereon unless and until such shares have been transferred on the books of the corporation to the pledgee; and thereafter the pledgee shall be entitled to vote thereon.  

E.  Any person in whose name shares are registered in a fiduciary capacity, may, so far as concerns the corporation, vote the same in person or by proxy for all purposes, and without the necessity of any authorization by a court or of any judicial or other proceeding provided in particular laws.  A legal representative, other than a receiver or trustee, may vote shares held by him, either in person or by proxy, without transfer of the shares into his name.  When shares are registered in the names of three or more fiduciaries, voting thereof shall be in accordance with the will of the majority of the fiduciaries, unless the instrument or order appointing the fiduciaries directs that the shares shall be voted in some other way.  When, in any case, the fiduciaries are equally divided as to the manner of voting the shares registered jointly in their names, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the shares shall be voted on the particular questions as to which the fiduciaries are divided.  

F.  Except as provided in Subsection (G) of this section, a corporation owning shares in another corporation may vote the same by its president, any vice-president, secretary or treasurer, or by proxy appointed in writing by any of such officers, unless some other person appointed by bylaw or resolution of the board of directors to vote the shares shall produce a certified copy of such bylaw or resolution, in which case the other person shall be entitled to vote the shares.  

G.  Neither (1) treasury shares, nor (2) unissued shares, nor (3) shares of a parent corporation held by a subsidiary corporation in which the parent holds a majority of the shares entitled to vote for the election of directors, shall be voted, or counted in calculating the voting power of shareholders of a corporation.  

H.  Unless the articles provide otherwise, a corporation may confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation, whether secured or unsecured, the power to vote for directors or on other matters.  Such power may be conferred by the board of directors or the shareholders, who shall also fix the extent to which, and the conditions and the manner in which, such power to vote is to be exercised.  

I.  Except as otherwise provided in the articles or by-laws or in other provisions of this Chapter, a majority of votes actually cast shall decide any matter properly brought before a shareholders' meeting organized for the transaction of business, except that directors shall be elected by plurality vote.  

Acts 1968, No. 105, §1.  Amended by Acts 1970, No. 50, §4, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1987, No. 62, §3, eff. June 11, 1987; Acts 1988, No. 173, §3, eff. June 29, 1988; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1993, No. 983, §1, eff. June 25, 1993.