2012 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:31 — Method of amending articles generally

PART III. AMENDMENT AND RESTATEMENT OF ARTICLES

§31. Method of amending articles generally

A. A corporation may, in the manner herein provided, amend its articles in any respect, to effect a reclassification of its stock, to include or change any provision authorized by this Chapter, or to omit any provision not required by this Chapter.

B. Except as hereinafter provided in this Section, an amendment altering the articles may be adopted by a vote of at least two-thirds of the voting power present, or by such larger or smaller vote (not less than a majority) of the voting power present or of the total voting power as the articles may require, at an annual or special meeting of shareholders, the notice of which shall set forth the proposed amendment or a summary of the changes to be made thereby.

C.(1) If an amendment would adversely affect the rights of the holders of shares of any class or series, then in addition to the vote required by Subsection B of this Section, the holders of each class or series of shares so affected by the amendment shall be entitled to vote as a class upon such amendment, whether or not by the terms of the articles such class or series is entitled to vote; and the vote of the holders of at least two-thirds of the shares of each class or series so affected by the amendment, present or represented at the meeting, shall be necessary to the adoption thereof, except that the articles may provide, with respect to any such class or series, for the vote of a greater or lesser proportion (not less than a majority) of the voting power present or of the total voting power, in which case the vote so provided shall be the necessary vote for such class or series.

(2) Except as otherwise provided in the articles, the rights of a shareholder shall not be considered adversely affected unless the amendment (otherwise than as permitted by the articles):

(a) Alters or abolishes any preferential right of his shares having preferences;

(b) Creates, alters or abolishes any right in respect of redemption of his shares;

(c) Alters or abolishes any preemptive right in respect of his shares;

(d) Creates or alters (other than to abolish) any restriction on transfer applicable to his shares;

(e) Excludes or limits his right as a shareholder to vote on a matter, except as such right may be limited by voting rights of new shares then being authorized of an existing or new class; or

(f) Alters or abolishes any right of his shares to receive dividends, except as such right may be affected by dividend rights of new shares then being authorized of an existing or new class.

D. In the event that the duration of a corporation as fixed in the articles may heretofore have expired, or may hereafter expire, without any action having been taken with reference thereto, and without proceedings having been undertaken or instituted to dissolve and wind up the corporation, the articles may be so amended as to extend the duration of the corporation as specified in the articles, in the same manner and with the same force and effect as if the articles had been amended prior to the expiration of the duration of the corporation as set forth in the articles, except that if the corporation's name is no longer available for use by it, its name shall be changed appropriately. The declaration in the minutes of the meeting of the shareholders at which the articles are amended by extending the duration of the corporation, that prior to the expiration of the duration of the corporation no action had been taken with reference thereto, and that no proceedings had been undertaken or instituted to dissolve and wind up the corporation, shall constitute prima facie evidence of those facts.

E. Whenever the articles shall require for action by the holders of any class or series of shares or by the holders of any other securities having voting power the vote of a greater number or proportion than is required by any Section of this Chapter, the provision of the articles requiring such greater vote shall not be amended or repealed except by such greater vote, unless the articles shall otherwise expressly provide.

Acts 1968, No. 105, §1; Acts 1970, No. 50, §2, emerg. eff. June 18, 1970, at 5:05 P.M; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989.