Louisiana State Statute Code

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§21.

Incorporators

One or more natural or artificial persons capable of contracting may form a corporation

§28.

By-laws

1. 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.
2. 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.
3. 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.
4. 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.
5. No person, not an officer or director, dealing with the corporation, shall be charged with constructive notice of the by-laws.

§51.

Classes of shares; fractional shares

1. The shares of a corporation may be divided into classes, with such designations, voting powers, preferences, dividend or redemption rights, or other relative rights or restrictions, limitations or qualifications as may be provided in the articles. The corporation may issue shares with optional or conversion rights, according to the provisions of R.S. 12:56. The corporation may issue shares of any preferred or special class in series, with such designations of series, and such variations in the relative rights and preferences as between series, as fixed in the articles
2. Any or all of the shares may have a par value, or have no par value, as provided in the articles.
3. Except as otherwise provided in R.S. 12:136 and R.S. 12:140.12, in the articles, or in any right or option created and issued pursuant to R.S. 12:56(A), each share shall be in all respects equal to every other share. If the plan or resolution creating any such right or option provides that shares shall not be equal in all respects, a copy of the plan or resolution shall be filed with the secretary of state within thirty days of the adoption of such plan or resolution.
4. Except as otherwise provided in the articles, a corporation may, but shall not be obliged to, issue certificates for fractional shares, and by action of its board of directors may, but shall not be obliged to, issue, in lieu thereof, scrip in registered or bearer form, which may be void if not exchanged for full shares within a limited time stated therein, or may provide that after a limited time stated therein the aggregate shares represented by scrip will be sold for account of the holders thereof. The holder of fractional-share certificates or scrip shall be entitled to receive a certificate for a full share upon the surrender (within any limited time stated therein) of fractional-share certificates or scrip aggregating a full share. Unless otherwise provided in the articles, the holder of a fractional-share certificate shall, but the holder of scrip shall not, have all rights of a shareholder except voting rights.

§93.

Liability of subscribers and shareholders

1. Except as provided in the following subsections of this section, a subscriber to, or holder of, shares of a corporation organized after January 1, 1929, shall be under no liability to the corporation or its creditors with respect to such shares, other than the obligation of complying with the terms of the subscription therefor. This obligation shall continue whether or not his rights or shares have been assigned or transferred, but the assignee or transferee of shares in good faith and without knowledge or notice that the shares have not been fully paid for, shall not be liable to the corporation or its creditors with respect to payment for such shares.
2. A shareholder of a corporation organized after January 1, 1929, shall not be liable personally for any debt or liability of the corporation.
3. If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the shareholders who knowingly, or without the exercise of reasonable care and inquiry, consented thereto or voted in favor thereof shall be liable jointly and severally to the corporation for the benefit of creditors or shareholders, as their respective and relative interests may appear, for any loss or damage arising therefrom.
4. Every shareholder who receives any unlawful dividend or other unlawful distribution of assets shall be liable to the corporation, or to creditors of the corporation, or to both, in an amount not exceeding the amount so received by him. An action to enforce this liability must be brought within two years from the date on which the unlawful distribution was received, and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.
5. When the directors are held liable solely because of having negligently consented to or participated in any unlawful dividend, distribution, payment or return of assets, the directors shall have, to the extent of the payments made by them, a cause and right of action for indemnity against each of the shareholders for the proportionate amount of the unlawful distribution received by such shareholder. This action must be brought within two years from the date of payment by the directors on account of the liability imposed by R.S. 12:92(D), and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.

§81.

Directors

1. 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.
2. 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.
3. 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.
      1. If he is interdicted or adjudicated an incompetent.
      2. If he is adjudicated a bankrupt.
      3. If he becomes incapacitated by illness or other infirmity to perform his duties for a period of six months or longer.
      4. 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. Such notice of meetings of the board shall be given as provided in the articles or bylaws. If not so provided:
      1. 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.
      2. Special meetings of the board shall be preceded by at least two days notice of the date, time, and place of the meeting.
      3. The notice of a special meeting of the board shall describe the purpose of the special meeting.
      1. 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.
      2. 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.
      3. 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.
      4. 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.
      5. 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.
      6. 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.
   7. 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.
   8. 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.
   

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   LLC

   §1304.

   Formation

   1. One or more persons capable of contracting may form a limited liability company by filing the articles of organization and the initial report with the secretary of state. The articles of organization and initial report may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date within thirty days after the date of delivery.
   2. If the secretary of state finds that the articles of organization and initial report are in compliance with the provisions of this Chapter and after all fees have been paid as required by law, the secretary of state shall record the articles of organization and initial report in his office, endorse on each the date, and if requested, the hour of filing thereof with him, and issue a certificate of organization which shall show the date and, if endorsed on the articles of organization, the hour of filing of the articles of organization with him. The certificate of organization shall be conclusive evidence of the fact that the limited liability company has been duly organized, except that in any proceeding brought by the state to annul, forfeit, or vacate a limited liability company's articles of organization, the certificate of organization shall be only prima facie evidence of due organization.
   3. Upon the issuance of the certificate of organization, the limited liability company shall be duly organized, and its separate existence shall begin as of the time of filing of the articles of organization with the secretary of state. However, if the articles were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the limited liability company shall be duly organized, and its separate existence shall begin, as of the time of such acknowledgment or execution.

   §1311

   Management by members

   Except as otherwise provided in the articles of organization, the business of the limited liability company shall be managed by the members, subject to any provision in a written operating agreement restricting or enlarging the management rights and duties of any member or group or class of members.

   §1320.

   Liability to third parties of members and managers

   1. The liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of this Chapter.
   2. Except as otherwise specifically set forth in this Chapter, no member, manager, employee, or agent of a limited liability company is liable in such capacity for a debt, obligation, or liability of the limited liability company.
   3. A member, manager, employee, or agent of a limited liability company is not a proper party to a proceeding by or against a limited liability company, except when the object is to enforce such a person's rights against or liability to the limited liability company.
   4. Nothing in this Chapter shall be construed as being in derogation of any rights which any person may by law have against a member, manager, employee, or agent of a limited liability company because of any fraud practiced upon him, because of any breach of professional duty or other negligent or wrongful act by such person, or in derogation of any right which the limited liability company may have against any such person because of any fraud practiced upon it by him.