La. R.S. § 12:224 Board of Directors

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:224

A. The directors may be given any title deemed appropriate, but shall be subject to all the provisions relating to directors.

B. Subject to any limitations, restrictions, or reservations in the articles, the bylaws, or this Chapter, the affairs of the corporation shall be managed by a board of directors of not less than three natural persons, except that if there are fewer than three members, there need be only as many directors as there are members. 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 so 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 members. 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 the bylaws provide otherwise, the directors 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. The directors need not be residents of this state or members of the corporation unless the articles or the bylaws so require.

C. Each director shall hold office for the term for which he was named or elected, and until his successor is elected and qualified. Directors, other than those constituting the first board, shall be elected by the voting members, unless some other method is expressly provided in the articles and except as hereinafter provided in the case of vacancies.

D. A corporation may allow reasonable compensation to its directors for their services, and a director may also be a salaried officer of the corporation.

E. 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 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;