2011 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:28 — By-laws

§28. By-laws

A. Unless the articles provide otherwise, the board of directors may make and alter by-laws, including by-laws fixing the directors' qualifications, classifications, number or term of office, or fixing their compensation, subject to the power of the shareholders to change or repeal any by-laws so made.

B. The by-laws may contain any provision relating to the business of the corporation, the conduct of its affairs, its rights or powers, or the rights or powers of its shareholders, directors or officers, not inconsistent with law or the articles.

C. The board of directors may adopt emergency by-laws, subject to repeal or change by action of the shareholders, which shall be operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its board of directors or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe or other similar emergency condition, as a result of which a quorum of the board of directors or a standing committee thereof cannot readily be convened for action. The emergency by-laws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

(1) A meeting of the board of directors or a committee thereof may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency by-laws;

(2) The director or directors in attendance at the meeting, or any greater number fixed by the emergency by-laws, shall constitute a quorum;

(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the emergency by-laws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors, be deemed directors for such meeting;

(4) The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties; and may either before or during any such emergency, effective during the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do;

(5) Notice of any meeting of the board of directors during such an emergency need be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio; and

(6) To the extent required to constitute a quorum at any meeting of the board of directors or a committee thereof during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency by-laws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.

D. No officer, director, or employee acting in accordance with any emergency by-laws shall be liable except for willful misconduct. To the extent not inconsistent with any emergency by-laws so adopted, the by-laws of the corporation shall remain in effect during any emergency and upon its termination the emergency by-laws shall cease to be operative.

E. No person, not an officer or director, dealing with the corporation, shall be charged with constructive notice of the by-laws.

Acts 1968, No. 105, §1.