2006 Louisiana Laws - RS 12:81 — Directors

PART VIII.  DIRECTORS AND OFFICERS

§81.  Directors

A.  Subject to the provisions of the articles, the bylaws, or this Chapter, all the corporate powers shall be vested in, and the business and affairs of the corporation shall be managed by, a board of directors of not less than one natural person.  The number of directors shall be fixed by or in the manner provided in the articles of incorporation or, if not so fixed, shall be the number fixed by or in the manner provided in the bylaws.  If not fixed by or in the manner provided in the articles or the bylaws, the number of directors shall be the number of directors elected from time to time by the shareholders and, if the directors have not been elected by the shareholders, the number of directors shall be the number of directors named in the initial report or supplemental report.  No amendment to the articles or the bylaws reducing the number of directors shall have the effect of shortening the term of any incumbent director.  Unless the articles or bylaws provide otherwise, the directors of the corporation shall hold office for one year and until their successors are chosen and have qualified.  No director shall be elected for a longer single term than five years.

B.  Except as provided in subsection C(3) of this section, directors, other than the first directors named in the initial report filed with the articles, or in a supplemental report filed prior to issuance of any voting shares, shall be elected by the shareholders.

C.  The number, classification, qualifications, compensation, terms of office, manner of election, time and place of meeting, and powers and duties of the directors, may, subject to the provisions of this Chapter, be prescribed by the articles or by the bylaws.  Except as otherwise prescribed in the articles or bylaws:

(1)  The office of a director shall become vacant if he dies or resigns.

(2)  The board of directors may declare vacant the office of a director.

(a)  If he is interdicted or adjudicated an incompetent.

(b)  If he is adjudicated a bankrupt.

(c)  If he becomes incapacitated by illness or other infirmity to perform his duties for a period of six months or longer.

(d)  If he ceases at any time to have the qualifications required by the articles or bylaws.

(3)  The remaining directors, even though not constituting a quorum, may, by a majority vote, fill any vacancy on the board (including any vacancy resulting from an increase in the authorized number of directors, or from failure of the shareholders to elect the full number of authorized directors) for an unexpired term, provided that the shareholders shall have the right, at any special meeting called for the purpose prior to such action by the board, to fill the vacancy.

(4)  The shareholders, by vote of a majority of the total voting power at any special meeting called for the purpose, may remove from office, with or without cause, any one or more of the directors, notwithstanding that his or their terms of office may not have expired, and may forthwith at such meeting proceed to elect a successor for the unexpired term.  Whenever the holders of the shares of any class or series or of any obligations are entitled to elect one or more directors, the provisions of this Subsection shall apply, in respect of the removal of a director or directors so elected, and the election of a successor or successors, to the vote of the holders of the outstanding shares of that class or series or of those obligations and not to the vote of the outstanding shares as a whole.  If a director has been elected by the exercise of the privilege of cumulative voting, such director may not be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

(5)  The meetings of the board of directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint, or as may be fixed in the call of the meeting.

(6)(a)  Such notice of meetings of the board shall be given as provided in the articles or bylaws.  If not so provided:

(i)  Regular meetings of the board may be held without notice of the date, time, place, or purpose of the meeting, provided that the date, time, and place are fixed by the board or are determinable pursuant to the articles or bylaws.

(ii)  Special meetings of the board shall be preceded by at least two days notice of the date, time, and place of the meeting.

(iii)  The notice of a special meeting of the board shall describe the purpose of the special meeting.

(b)  Directors present at a meeting shall be deemed to have received due, or to have waived, notice thereof.  Notice of a meeting may be waived in writing at any time and the waiver need not specify the purpose of or the business to be transacted at the meeting.  Notice need not be given to any director, or member of a committee of the board of directors, with whom communication is made unlawful by any law of the United States of America, or by any rule, regulation, proclamation or executive order issued under any such law, and any action or meeting taken or held without notice to any such director or committee member shall have the same force and effect as if notice had been given to him as otherwise required.

(c)  Meetings of the board may be called by the chairman, by the president, or by a majority of the directors then in office, unless otherwise provided in the articles or the bylaws.

(7)  A majority of the board of directors shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board of directors.  If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote.

(8)  The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation (and one or more directors may be named as alternate members to replace any absent or disqualified regular members), which, to the extent provided by resolution of the board or in the articles or bylaws, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to documents.  Such committee or committees shall have such name or names as may be stated in the articles or bylaws, or as may be determined, from time to time, by the board of directors.  Any vacancy occurring in any such committee shall be filled by the board of directors, but the president may designate another director to serve on the committee pending action by the board.  Each such committee shall hold office during the term of the board constituting it, unless otherwise ordered by the board.  The designation of and delegation of authority to a committee shall not relieve the directors of any responsibility imposed on them by law.

(9)  Any action which may be taken at a meeting of the board of directors or any committee thereof, may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the board or committee.

(10)  The board of directors, or any committee of the board, may hold a meeting by means of conference telephone or similar communications equipment provided that all persons participating in the meeting can hear and communicate with each other.  Participation in a meeting pursuant to this Paragraph shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

D.  The articles may provide that a particular class or series of shares, or securities as authorized in R.S. 12:75(H), may elect all or a certain number or proportion of the directors, or the directors of a certain class.

E.  The articles may provide that any director absent from a meeting of the board or any committee thereof, may be represented by any other director or shareholder, who may cast the vote of the absent director according to the written instructions, general or special, of the absent director.  In the absence of such a provision in the articles, no director shall have the right to vote by proxy.

Acts 1968, No. 105, §1.  Amended by Acts 1979, No. 53, §1; Acts 1993, No. 983, §1, eff. June 25, 1993; Acts 1997, No. 914, §1; Acts 2004, No. 523, §1.