2019 Louisiana Laws
Revised Statutes
Title 12 - Corporations and Associations
§409. Board of directors; elections

RS 409 - Board of directors; elections

A.(1) The business and affairs of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which shall be a member thereof. The bylaws shall prescribe the number of directors, their qualifications, other than those provided for in this Part, and the manner of holding meetings of the board of directors and of the election of successors to directors who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of their successors. The bylaws shall provide that a member of the cooperative may be nominated for election to the board of directors upon the petition of the members; however, the bylaws may not require the signatures of more than fifty members. Without approval of the members, directors shall not receive any salaries for their services as directors, and, except in emergencies, shall not be employed by the cooperative in any capacity involving compensation. The bylaws may, however, provide that a fixed fee and expenses of attendance, if any, may be allowed to each director for attendance at each meeting of the board of directors.

(2) The bylaws shall provide that the committee charged by a cooperative with nominating persons for election to the board of directors shall select its nominees a minimum of twenty days prior to the last day for the filing of any petition to nominate a member for election to the board of directors.

B.(1) The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next annual meeting of the members, except as hereinafter otherwise provided. Each director shall hold office for the term for which he is elected or until his successor has been elected and qualified.

(2) The date, time, and place of any meeting of the nominating committee for the board of directors of each electric cooperative engaged in the retail distribution of electricity shall be published in at least two issues of the official journal of each parish in which the cooperative is domiciled or provides service, not less than ten days prior to the meeting. In lieu of publication in official journals, such publication may be accomplished by the use of the monthly issue of the membership publication immediately preceding the meeting, mailed to all members of the cooperative.

C. The directors shall be divided into three classes at the next annual meeting, each class to be as nearly equal in number as possible, with the term of office of the directors of the first class to expire at the next succeeding annual meeting, the term of the second class to expire at the second succeeding annual meeting, and the term of the third class to expire at the third succeeding annual meeting. At each annual meeting after such classification, a number of directors equal to the number of the class whose term expired at the time for such meeting shall be elected to hold office until the third succeeding annual meeting.

The provisions of this Subsection shall not be construed to reduce the term of office of any director holding such office on the effective date of this Subsection.

D. A majority of the board of directors shall constitute a quorum.

E. If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.

F. The board of directors may exercise all of the powers of a cooperative except such as are conferred upon the members by this Part, or its articles of incorporation or bylaws.

G.(1) Every meeting of the board of directors of an electric cooperative shall be open to attendance by members of the cooperative to the extent that such members can be reasonably, physically accommodated in the place in which the board of directors is meeting, unless such meeting is closed pursuant to the exceptions enumerated hereafter.

(2) The board of directors may meet in executive session to consider the following:

(a) Discussion of the character, professional competence, or physical or mental health of a person.

(b) Strategy sessions or negotiations with respect to collective bargaining, prospective litigation, or litigation when an open meeting would have a detrimental effect on the bargaining or litigating position of the cooperative.

(c) Discussion regarding the report, development, or course of action regarding security personnel, plans, or devices.

(d) Proceedings regarding allegations of misconduct.

(e) Cases of extraordinary emergency.

(3)(a) Any cooperative not under the jurisdiction of the Public Service Commission, prior to any change in rates charged for electric energy, shall conduct a public hearing after giving sixty days prior written notice by mail to all cooperative members. The notice may be included in a billing notice but shall be a separate and prominent document. The notice shall contain a brief explanation of the reasons for the effect of the rate increase on consumers and inform the consumers of the availability of a complete, written explanation of the reasons for and the basis of the rate increase. Such written explanation shall be available for examination by any member or his representative at all cooperative offices during regular business hours at least sixty days prior to the hearing.

(b) At the hearing, the directors of the cooperative shall present evidence in support of the rate change and shall provide the members or their representatives an opportunity to produce evidence regarding the rate change. If the directors of the cooperative fail to implement the rate change within sixty days of the public hearing, they shall conduct another public hearing prior to implementing the rate change. The press shall be admitted to the hearing.

H. Each member of the board of directors of any cooperative primarily engaged in the distribution of electricity and which elects directors by district shall be elected from a single member district, one district for each member of the board of directors. A quorum from each district shall be sufficient to validate the election of a candidate from the district. Elections conducted by mail ballot shall be conducted under the supervision of a certified public accountant. All costs of the election shall be paid by the cooperative.

Renumbered from R.S. 1950, §12:309 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1978, No. 109, §1, eff. June 22, 1978; Acts 1983, No. 636, §1, eff. July 19, 1983; Acts 1984, No. 779, §1, eff. July 13, 1984; Acts 1985, No. 421, §1; Acts 1985, No. 478, §1; Acts 1985, No. 485, §1.