Louisiana · Statute

Louisiana Nonprofit Corporation Law

Almost every Louisiana homeowners association is a nonprofit corporation, and since January 1, 2025 a planned-community association formed from that date must be one — though an association that already existed is not required to reorganise. This Chapter is its corporate rulebook: how the board is elected and removed, what duties directors owe, how members meet, vote and hold proxies, what records you may inspect, how dues are authorised, and what happens when the annual report goes unfiled. The full statutory text, hosted for reference, with a plain-language guide for homeowners.

La. R.S.Nonprofit Corporation Law§§ 12:201 – 26978 SectionsCurrent through the 2025 Regular Session
What this means for homeowners

The Louisiana Nonprofit Corporation Law (La. R.S. 12:201 to 12:269) is Chapter 2 of Title 12, enacted by Acts 1968, No. 105 and amended in pieces ever since. It is not an HOA statute and never mentions one. It matters here because the Planned Community Act sends you to it three separate times:

  • § 9:1141.19 requires a lot owners association to be organised as a nonprofit corporation authorised to do business in Louisiana.
  • § 9:1141.20(H): where the community documents fail to provide for an action or procedure, “the general provisions of this Part and of the Nonprofit Corporation Law, R.S. 12:201 et seq., shall govern.”
  • § 9:1141.21(B) takes directors' and officers' duty of care and loyalty, the conflict-of-interest rules and the limitations on their liability from this Chapter.

A condominium association is in a different position: § 9:1123.101 lets it be a profit corporation, a nonprofit corporation or an unincorporated association, and the Condominium Act names no gap-filling statute at all — only that the association may exercise the powers of “legal entities of the same type” (§ 9:1123.102(15)). So this Chapter governs a condominium association only if that is the form it actually took.

Scope. The Chapter does not apply to a corporation organised for pecuniary profit or gain to its members, to co-operative marketing or credit associations under Title 3, to insurers, or to foreign corporations except where they are named (§ 12:266). It has applied to every qualifying corporation in existence since 1 January 1969, without impairing rights already accrued (§ 12:265).

Start here: the rule that every association rule must satisfy

§ 12:217(A) is one sentence and it is the most quotable line in the Chapter for a homeowner. Membership classes and the rules of admission, retention, suspension and expulsion are whatever the articles or bylaws prescribe — “provided that all rules shall be reasonable, germane to the purpose of the corporation, and equally enforced as to all members of the same class.” Three separate requirements, and the third is the one selective enforcement runs into.

The board

  • Size and term. At least three natural persons, unless there are fewer than three members. Unless the articles or bylaws say otherwise directors serve one year and until successors qualify, and no director may be elected for a single term longer than five years. Directors need not be residents of Louisiana or even members of the corporation unless the articles or bylaws require it (§ 12:224(B)) — but in a planned community they must be: § 9:1141.21(A) requires each director to be a lot owner or the representative of a lot owner.
  • Removal by the members — and read your own documents first. Subsection (E) opens “Except as otherwise prescribed in the articles or bylaws”, so everything in it is a default. Failing a provision of your own, the members may at a special meeting called for the purpose remove one or more directors before their terms expire and elect successors — by “vote of a majority in interest of all of the voting members” (§ 12:224(E)(4)). Note all, not all present. There is a protection for a director elected by cumulative voting: he cannot be removed if the votes against removal would have elected him. The same opening words govern the vacancy, quorum, written-consent and telephone-meeting rules below.
  • Removal by a court. Unless the articles or bylaws provide otherwise, five or more voting members may sue to remove a director for “fraudulent or dishonest acts, or gross abuse of authority or discretion”, and the court may bar him from re-election for a period it sets (§ 12:224(H)).
  • Vacancies. The remaining directors may fill a vacancy by majority vote even if they are not a quorum — but the members may fill it first at a special meeting called for the purpose (§ 12:224(E)(3)).
  • No proxies for directors, unless the articles allow an absent director to be represented by another director or member voting on written instructions (§ 12:224(G)). In a planned community there is no such opening: § 9:1141.28(A) says flatly that directors may not vote by proxy at any board or committee meeting.
  • Quorum and consent. A majority of the board is a quorum, and the acts of a majority of those present are the acts of the board; once a quorum has convened, business may continue even if enough directors leave to break it (§ 12:224(E)(7)). The board may act without a meeting by written consent signed by all directors (§ 12:224(E)(9)), and may meet by conference telephone or similar equipment provided everyone can communicate with everyone (§ 12:224(E)(10)).
  • Officers. The board elects a president, a secretary and a treasurer, and may elect vice presidents; unless the articles say otherwise none need be a director and two offices may be combined in one person. Any officer or agent may be removed by the board with or without cause (§ 12:225(A), (E)).

One conflict to know before you act on the removal rule. For a planned community, § 9:1141.39(A) opens “Notwithstanding any provision of the community documents to the contrary” — the only provision in Title 9 that does — and then allows removal of a director, and of an officer elected by the lot owners, “with or without cause” by majority vote at a meeting at which a quorum is present and for which notice of removal was given. § 9:1141.2(21) defines that majority as more than fifty percent of the voting interest present. § 12:224(E)(4) measures its majority against all voting members — and is itself only a default, displaceable by the articles or bylaws. In a large association those two thresholds are far apart.

So the order of reading is not what it looks like. § 9:1141.39 applies of its own force and expressly overrides the community documents; it does not reach a planned-community owner through § 9:1141.20(H), which admits this Chapter only where the documents fail to provide. A lot owner reads § 9:1141.39 first, and a stiffer removal threshold in his declaration does not survive it. Two qualifications the section carries in its own words: a director appointed by the declarant may not be removed during the period of declarant control, and the person facing removal has a reasonable opportunity to speak before the vote (§ 9:1141.39(A), (B)). What this page does not resolve is how that supremacy sits with § 9:1141.3(A), which says the Part “shall not be construed to affect the validity or superiority of any provision of a community document filed for registry prior to January 1, 2025” — and most Louisiana declarations predate that date. Both texts are set out here.

What directors owe, and when they are personally exposed

§ 12:226(A): officers and directors “shall be deemed to stand in a fiduciary relation to the corporation and its members” and must discharge their duties “in good faith and with that diligence, care, judgment, and skill which ordinarily prudent men would exercise under similar circumstances in like positions.”

Two protections sit alongside it. A director who relies in good faith on a report made to the board by an official of the corporation, an appraiser selected with reasonable care, or financial statements represented as accurate by the officer in charge of the books is not liable under the section (§ 12:226(E)); and a director is not liable for a prohibited act if he was absent from the meeting, or if his dissent was noted in the minutes or filed promptly at the registered office (§ 12:226(G)). That second one is worth knowing before a vote you disagree with.

Conflicts of interest are managed, not banned. A contract between the corporation and a director is not void or voidable solely because he is interested, or was present, or was counted in the quorum, if one of three things is true: the material facts were disclosed or known to the board and it authorised the contract by a vote sufficient without counting the interested director; or the material facts were disclosed or known to the members and they approved it in good faith; or “[t]he contract or transaction was fair as to the corporation as of the time it was authorized, approved or ratified” (§ 12:228(A)).

Indemnification is permissive and standard-conditioned: the corporation may indemnify a director or officer who acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and it must indemnify one who has been successful on the merits or otherwise in defending the claim (§ 12:227(A), (B)). It may also buy insurance for people it could not lawfully indemnify (§ 12:227(F)).

Records you may inspect

§ 12:223 requires the corporation to keep at its registered office the minutes of member, director and committee meetings; the membership record with names and addresses in alphabetical order by class; and records of assets, liabilities, receipts, disbursements, gains, losses, capital and surplus — plus separate records of any trust funds. The records may be electronic if convertible to written form within a reasonable time (§ 12:223(B)).

Then subsection (C), in a single line: “Every shareholder and voting member may examine in person, or by agent or attorney, at any reasonable time, the records of the corporation listed in subsection A of this section.” No stated purpose requirement, no waiting period and no list of exceptions — but note the limit built into the sentence itself: it reaches “the records of the corporation listed in subsection A”, which is the closed list above. Contracts, correspondence and legal files are outside it — which is a materially different regime from § 9:1141.36(C), where the Planned Community Act lets an association withhold seven categories. Where both apply, an association is subject to both.

Meetings, notice, quorum and proxies

  • At least one meeting a year, for the election of directors, at the time fixed in the articles or bylaws. Missing it does not dissolve the corporation — and if the annual meeting has not been held within six months of the designated time, it may be called by any ten members, or by any member or members holding five percent or more of the voting power (§ 12:229(B)).
  • Special meetings. On the written request of anyone entitled to call one, the secretary shall call it for a date not less than ten nor more than sixty days after receiving the request — and “[i]f the secretary neglects or refuses to issue the call, the person making the request may do so” (§ 12:229(C)).
  • The member list. At any members' meeting, an alphabetical list of members entitled to vote, certified by the secretary, shall be produced on the request of any member, and is prima facie evidence of who may vote (§ 12:229(D)).
  • Notice. Unless the articles or bylaws provide otherwise, written notice of the time, place and purpose goes to every voting member at least ten and not more than sixty days before — though notice of the annual meeting need not state the purpose unless the Chapter requires it for a specified action. Mailing to the last known address is enough; notice may be waived in writing (§ 12:230(A)).
  • Quorum, and the second-meeting rule. A quorum is a majority of the voting members in person or by proxy unless the articles or bylaws say otherwise. If a meeting fails for want of one, notice is attempted again — and at that second meeting any number of members present is a quorum, expressly including for amendment of the articles or dissolution (§ 12:231(3)). That too sits under the section's “Unless otherwise provided in this Chapter or in the articles or by-laws” opening — its closing “notwithstanding any other provision of law” overrides other law, not your own documents. This is the provision most likely to surprise a member who skipped a poorly attended meeting.
  • Voting. One vote per member unless the articles or bylaws provide otherwise; voting may be by ballot, mail or any other reasonable means the articles or bylaws provide; and a majority of the votes actually cast decides, except that directors are elected by plurality (§ 12:232(A), (G)).
  • Proxies. A member may vote by proxy unless the articles or bylaws specifically prohibit it. A proxy is revocable at will unless otherwise validly provided by agreement or by a provision of the proxy; revocation is not effective until written notice reaches the secretary, or a later-dated proxy is filed with him at or before the meeting; and an unrevoked proxy expires eleven months after execution unless it states another period, and may never be valid longer than three years (§ 12:232(C)).
  • Action without a meeting requires the written consent of all members entitled to vote on the question, filed with the records (§ 12:233).

Dues, assessments and personal liability

A nonprofit corporation may levy dues or assessments “only in accordance with authority conferred either by the articles or the by-laws” (§ 12:218(A)). They may differ between classes but must be uniform as to all members of the same class, and the articles or bylaws may provide for cancellation of membership on reasonable notice for nonpayment, and for reinstatement (§ 12:218(B), (C)).

§ 12:219(A) is often misread. It says “[a] member of a corporation shall not be liable personally for any obligation of the corporation.” That is about the corporation's debts — a member is not on the hook for what the association owes its vendors. It is not a shield against assessments: § 9:1141.32(B) makes the lot owner personally liable for assessments levied during his ownership, and § 12:218 is the provision that authorises the levy in the first place.

Bylaws and articles

  • Bylaws. Either the members or the directors may make, amend and repeal them — “subject always to the power of the members to change the action of the directors”. The default is a majority of those present or represented at a meeting convened after notice of the purpose, and no bylaw may require a greater proportion of voting members to change a bylaw than the proportion of directors required to do the same (§ 12:222(A)). Bylaws operate as regulations among the members and do not bind outsiders without actual knowledge (§ 12:222(B)).
  • Articles. Amended by whatever method the articles stipulate; if they stipulate none, by two-thirds in interest of the voting members present at a meeting whose notice set out the proposed amendment, with a majority as quorum and at least thirty days' notice (§ 12:237(B)). An amendment adversely affecting a class gives that class a separate vote (§ 12:237(C)), and there is a stranded-corporation procedure at (E) for associations that can no longer muster the votes their own articles demand — which the board may start on its own and shall start on the petition of twenty percent in interest of the voting members.

The filing that quietly ends associations

An officer or director must file an annual report with the secretary of state on or before the corporation's anniversary date, giving the registered office and agent and the names and addresses of all directors and officers with the expiry of each term (§ 12:205.1(A)).

If a corporation fails to file for three consecutive years, or goes 180 consecutive days without a registered office and agent, the secretary of state shall revoke its articles and franchise (§ 12:262.1(A)) — after at least thirty days' notice to the registered agent (D), and not at all if the corporation puts itself back in good standing (C). Reinstatement is possible on application within three years of the revocation, with the fee and a current annual report, and when it is granted the certificate is retroactive, the articles continuing “as though the revocation had never occurred” (§ 12:262.1(E)). Revocation does not extinguish causes of action against the corporation or stop it selling its property (G).

That matters to an association in the middle of a collection: § 9:1141.40(B) of the Planned Community Act says the effect of revocation and reinstatement “shall be in accordance with law”, and this is the law it means.

How this Chapter fits with Louisiana HOA law

This is corporate law, not HOA law, and the property statute wins where they meet. The Planned Community Act requires the nonprofit form (§ 9:1141.19) and then supplies its own rules for meetings, notice, quorum, voting, records, budgets, rules and director removal. § 9:1141.20(H) brings this Chapter in where the community documents fail to provide — so the order of reading for a lot owner is: the declaration and bylaws, then the Planned Community Act, then this Chapter.

For a condominium association the order is different. § 9:1123.101 permits a profit corporation, a nonprofit corporation or an unincorporated association, and the Condominium Act names no gap-filler — only the powers of “legal entities of the same type” (§ 9:1123.102(15)). Check which form your association actually took before assuming this Chapter applies to it. An association that is an unincorporated association is governed instead by the Louisiana Unincorporated Association Act, R.S. 12:501 et seq., and one organised for profit by the Business Corporation Act, R.S. 12:1-101 et seq. — the statute the live state hub named. Neither is reproduced on this page.

Two different records rights can apply at once. § 12:223(C) gives every voting member inspection of the listed corporate records at any reasonable time with no stated exceptions; § 9:1141.36 gives a lot owner a longer catalogue of records but seven grounds in subsection (C) on which the association may withhold — and a further one in (G), a good-faith belief that the request is for a commercial or otherwise improper purpose. An incorporated planned-community association is subject to both.

Where the association is a party, corporate procedure still governs the association. The president or a vice-president may authorise suit in the corporation's name without any other party being able to except for want of authority (§ 12:225(G)) — while the association's power to sue on behalf of owners comes from the property statutes (§§ 9:1141.20(A)(2)(d), 9:1123.102(4)).

Contents · 78 sections ▾
  1. 12:201Terms defined
  2. 12:202Incorporation
  3. 12:202.1Limitation on formation; exceptions
  4. 12:203Articles of incorporation
  5. 12:204Corporate name
  6. 12:204.1Corporate name restrictions
  7. 12:204.2Naming of certain nonprofit corporations
  8. 12:205Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence
  9. 12:205.1Annual report to secretary of state
  10. 12:206Effect of filing or recording papers
  11. 12:207General powers
  12. 12:208Defense of ultra vires
  13. 12:209Corporations not required to be non-stock corporations
  14. 12:210Members, shareholders and certificates
  15. 12:211Subscriptions for shares
  16. 12:212Shareholders' preemptive rights
  17. 12:213Issuance of shares; consideration
  18. 12:214Reservation of shares
  19. 12:215Convertible securities and stock-purchase rights
  20. 12:216Redemption, purchase and cancellation of shares
  21. 12:217Classes and qualifications of membership
  22. 12:218Membership dues; assessments
  23. 12:219Liability of subscribers and members
  24. 12:220Reduction of membership below stated number
  25. 12:221Capital, surplus, allocation thereto, and increases and reductions thereof
  26. 12:222Bylaws
  27. 12:223Corporate records and reports
  28. 12:224Board of directors
  29. 12:225Officers and agents
  30. 12:226Relation of directors and officers to corporation and members; liability of officers and directors
  31. 12:227Indemnification of officers, directors, employees and agents; insurance
  32. 12:228Interested directors; quorum
  33. 12:229Meetings of members
  34. 12:230Notice of meetings of members
  35. 12:231Quorum of members
  36. 12:232Voting of members
  37. 12:233Unanimous consent
  38. 12:234Fixing record date
  39. 12:235Voting trusts
  40. 12:236Registered office and agent
  41. 12:237Amendment of articles generally
  42. 12:237.1Amendment of articles; special provision
  43. 12:238Articles of amendment; contents; filing
  44. 12:239Special amendment provisions
  45. 12:239.1Certificate of correction
  46. 12:240Reclassification of stock
  47. 12:241Restatement of articles
  48. 12:242Authorization for mergers and consolidations
  49. 12:243Merger or consolidation procedure
  50. 12:244Consolidation; articles of incorporation
  51. 12:245When merger or consolidation effective
  52. 12:246Effect of merger or consolidation
  53. 12:247Voluntary transfer of assets
  54. 12:247.1Change of jurisdiction of incorporation
  55. 12:248Rights of a shareholder dissenting from certain corporate actions
  56. 12:249Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution
  57. 12:250Voluntary proceedings for dissolution; authorization; appointment of liquidators
  58. 12:250.1Dissolution by affidavit
  59. 12:251Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator
  60. 12:252Qualifications of liquidator; filling vacancies in the office of liquidator
  61. 12:253Dissolution proceedings out of court; procedure; powers of liquidator
  62. 12:254Dissolution proceedings under judicial supervision; procedure; powers of liquidator
  63. 12:255Claims against corporation in liquidation; peremption
  64. 12:256Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings
  65. 12:257Termination of proceedings for dissolution
  66. 12:258Appointment of receiver
  67. 12:259Receivership procedure; powers of receiver
  68. 12:260Compromise arrangements; reorganizations; approval and effect
  69. 12:261Reorganization under Act of Congress
  70. 12:262Action by the state to annul, vacate, or forfeit corporate franchise; suspension
  71. 12:262.1Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state
  72. 12:263Fees
  73. 12:264Penalties
  74. 12:265Application to existing corporations
  75. 12:266Scope of Chapter
  76. 12:267Effect of invalidity of part of Chapter; severability
  77. 12:268Reservation of power
  78. 12:269Short title

No sections match that filter.

§ 12:201 Terms defined

As used in this Chapter, unless the context requires otherwise,

(1) "Address" means street and municipal number, or other definite and ascertainable physical location if street and municipal number are not available; and, if a building not wholly occupied by the addressee, the location in the building.

(2) "Allocated value" means (1) the par value of par-value shares, plus any amounts in excess of par value transferred from surplus to stated capital in respect of such shares, less any part of such amounts transferred from stated capital to capital surplus as permitted by this Chapter, and (2) the amount allocated to stated capital upon issuance of shares without par value, plus any amounts thereafter transferred from surplus to stated capital in respect of such shares, less any part of such amounts transferred from stated capital to capital surplus as permitted by this Chapter.

(3) "Articles" means the original articles of incorporation, and all amendments thereto including those contained in merger agreements, or if restated, the latest restatement thereof, except in those instances in which the context expressly refers to the original articles of incorporation only.

(4) "Assets" means all of a corporation's property and rights of every kind. Treasury shares are not assets.

(5) "Business corporation" means a corporation for profit formed under the laws of this state.

(6) "Capital surplus" means the aggregate of:

(a) The amount of the consideration received on issuance of issued shares in excess of the aggregate allocated value thereof; and

(b) Amounts transferred to capital surplus as permitted by this Chapter; and

(c) Surplus arising from revaluation to reflect unrealized appreciation in value of assets; less

(d) Transfers from, or other reductions in, capital surplus required or permitted by this Chapter.

(7) "Corporation" or "nonprofit corporation" means a corporation formed under this Chapter, as well as a corporation formed under the laws of this state before January 1, 1969 but of a class of corporations that might be formed under this Chapter.

(8) "Court" means any court of competent jurisdiction where the registered office of the corporation is located.

(9) "Directors" means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. The term, when used in relation to any power or duty requiring collective action, means "board of directors".

(10) "Earned surplus" means the excess of surplus over capital surplus.

(11) "Fiduciary" means any person, firm, partnership, association or corporation, including a usufructuary, who or which occupies a position of peculiar confidence toward any person, firm, association, partnership, trust or estate.

(12) "Foreign corporation" means a corporation formed under the laws of any jurisdiction other than this state.

(13) "Incorporator" means one of the signers of the original articles of incorporation.

(14) "Insolvency" means the inability of a corporation to pay its debts as they become due in the usual course of business.

(15) "Issued shares" means outstanding shares and treasury shares.

(16) "Member" means each natural or artificial person admitted to membership in a corporation, and, unless the context indicates otherwise, includes shareholders.

(17) "Membership" means an interest in a corporation entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution.

(18) "Net assets" means the excess of assets over liabilities.

(19) "Reclassification of stock" means amendment of the articles to change the authorized number of shares of an existing class or series; to authorize shares of a new class or series; to change the designation, par value (including change of par-value shares to shares without par value or vice versa), preferences, limitations or relative rights, including cancellation or modification of the right to receive accumulated dividends which have not been declared, or variations in relative rights, of the issued, and authorized but unissued, shares of any existing class or series; or to change the issued shares of any existing class or series into a greater or smaller number of shares of the same class or series (subject to such changes as the reclassification may make in the designation, par value, preferences, limitations or relative rights, or variations in relative rights, thereof) or of another class or series, and to cancel any issued shares in connection with a reduction in the number thereof.

(20) "Registered office" means that office maintained by the corporation in this state, the address of which is kept on file in the office of the Secretary of State in the manner required by this Chapter.

(21) "Share" means an interest in a corporation, represented by a stock certificate issued after payment for the shares represented thereby, entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution.

(22) "Shareholder" means a natural or artificial person who is the owner of a property interest in a corporation represented by a certificate for shares of stock.

(23) "Stated capital" means the aggregate amount of:

(a) The aggregate allocated value of the issued shares; and

(b) Any other amounts transferred from surplus to stated capital; less

(c) Transfers from, or other reductions in, stated capital required or permitted by this Chapter.

(24) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.

(25) "Surplus" means the excess of assets over liabilities plus stated capital.

(26) "Total voting power" means the entirety of the voting power.

(27) "Treasury shares" means issued shares which have been acquired by and belong to the corporation, if not required by the articles to be cancelled, or if not cancelled by order of the board of directors.

(28) "Trust instrument" includes any lawful act, agreement, donation, testament or other document, by which the donor, settlor or testator transfers any property in trust, for any charitable, religious, benevolent, educational, scientific or literary purpose, or public benefaction of whatever name or nature.

(29) "Voting member" means a person entitled to vote in accordance with the articles or by-laws.

(30) "Voting member present" means a person who is a voting member, and who is present or represented, and entitled to vote on a particular question or matter, at a meeting of members.

(31) "Voting power" means the right vested, by law or by the articles or the by-laws, in the members, or in one or more classes of members, to vote in the determination of any particular question or matter coming before meetings of the members.

History: Acts 1968, No. 105, §1.

§ 12:202 Incorporation

One or more natural or artificial persons capable of contracting may form a nonprofit corporation under this Chapter.

History: Acts 1968, No. 105, §1.

§ 12:202.1 Limitation on formation; exceptions

A. Notwithstanding any other provisions of this Chapter or of any other law, no state board, commission, or department, nor any other persons, acting on behalf of such state board, commission, or department, shall incorporate or cause to be incorporated any nonprofit corporation that has for its purpose any public or quasi-public function or any function for the benefit of or in connection with any public agency, purpose or function, if in the exercise of any part of the functions of the corporation any bonds or other evidences of indebtedness of the corporation are or may be issued, unless the purpose for which the corporation is to be created; the amount of bonds to be issued; the method of financing said bonds, including but not restricted to the term of the bonds, the interest and other charges to be paid with respect to the bonds, and the purposes for which the bonds are to be issued shall have been first submitted to and approved by the legislature.

B. The provisions of this section shall not apply to or affect the validity of such entities formed and approved or ratified prior to July 31, 1968, and shall not affect R.S. 44:8.

C. Repealed by Acts 2005, No. 463, §2, eff. Jan. 1, 2006.

D. The prohibition of this Section shall have no application to local political subdivisions of the state with a population in excess of one hundred fifty thousand or Plaquemines Parish, nor to their respective boards, commissions, and departments. Any provision of this Section or other provision of law notwithstanding, a quasi-public nonprofit corporation may be created by any such political subdivision of the state or Plaquemines Parish under the general nonprofit corporation law of Louisiana with all powers pertaining thereto, including the right to issue negotiable revenue bonds not to exceed fifteen million dollars with interest thereon not to exceed eight percent per annum which shall be exempted from taxation and which bonds shall constitute negotiable instruments within the meaning of the negotiable instruments law of the state of Louisiana; all properties and assets of whatever nature and description owned or operated by said nonprofit corporation shall be exempted from state and local taxation, including ad valorem taxation; and the governing authority of such quasi-public nonprofit corporation shall be subject to the requirements and provisions of the public contract law, the Open Meetings Law, and the Public Records Law of the state of Louisiana.

E. The provisions of this Section shall not apply to the Louisiana Citizens Property Insurance Corporation which was created and is governed by Chapter 15 of Title 22 of the Louisiana Revised Statutes of 1950.

F. The provisions of this Section shall not apply to the Louisiana Utilities Restoration Corporation which was created and is governed by Part VIII of Chapter 9 of Title 45 of the Louisiana Revised Statutes of 1950.

History: Added by Acts 1968, No. 326, §§1, 2. Amended by Acts 1970, No. 557, §1; Acts 1978, No. 203, §1, eff. June 29, 1978; Acts 1979, No. 122, §1, eff. June 29, 1979; Acts 2004, No. 581, §1, eff. July 1, 2004; Acts 2005, No. 463, §2, eff. Jan. 1, 2006; Acts 2006, 1st Ex. Sess., No. 13, §1, eff. Feb. 23, 2006; Acts 2007, No. 55, §1, eff. June 18, 2007; Acts 2008, No. 415, §2, eff. Jan. 1, 2009; Acts 2010, No. 861, §5; Acts 2025, No. 331, §1.

§ 12:203 Articles of incorporation

A. The articles shall be written in the English language, and shall be signed by each incorporator, or by an agent of each incorporator duly authorized by a document attached to the articles. The articles shall be acknowledged by one of the persons who signed the articles, or may instead be executed by authentic act.

B. The articles shall set forth:

(1) The name of the corporation.

(2) In general terms, the purpose or purposes for which the corporation is to be formed, or that its purpose is to engage in any lawful activity for which corporations may be formed under this Chapter.

(3) The duration of the corporation, if other than perpetual.

(4) That it is a nonprofit corporation.

(5) The location and address of its registered office, not a post office box only.

(6) The full name and address of each registered agent, not a post office box only.

(7) The full name and address of each incorporator.

(8) The names, addresses, and terms of office of the initial directors, not a post office box only.

(9) Whether the corporation is to be organized on a stock basis or a non-stock basis, or both.

(10) If organized in whole or in part on a stock basis.

(a) The aggregate number of shares which the corporation shall have authority to issue.

(b) If the shares are to consist of one class only, the par value of each share, or a statement that all of the shares are without par value.

(c) If the shares are to be divided into classes or series, the number of shares of each class or series; the par value of the shares of each class or series, or a statement that such shares are without par value; the designation of each class or series; and a statement of the preferences, limitations and relative rights of the shares of each class, and of the variations therein as between series.

(11) If organized in whole or in part on a non-stock basis:

(a) The qualifications of its members.

(b) The different classes of membership, if any.

(c) The designations, voting powers, and other rights or privileges, restrictions or limitations, granted to or imposed upon the members of each class.

(12) The taxpayer identification number of the corporation. The failure to include the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the articles.

C. The articles may also contain any of the following:

(1) Provisions dealing generally with the authorized number and qualifications of the shareholders and members, the property rights, basis of voting and other rights and privileges of the shareholders and members, the liability of the shareholders and members for dues or assessments and the methods of collection thereof, and any other lawful provision desired for the regulation of the affairs of the corporation.

(2) A provision eliminating or limiting the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision does not eliminate or limit the liability of a director or officer for any of the following:

(a) Any breach of the director's or officer's duty of loyalty to the corporation or its shareholders.

(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.

(c) Liability pursuant to the provisions of R.S. 12:226(D).

(d) Any transaction from which the director or officer derived an improper personal benefit.

(3) Provisions regarding any of the following:

(a) Managing the business and regulating the affairs of the corporation.

(b) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders.

(4) Any provision for which this Chapter requires or permits to be set forth in the bylaws.

(5)(a) A provision that cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares that are not claimed by the entitled shareholders within a reasonable time after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the corporation to pay the dividend or redemption price, or provide delivery of the certificates for the shares to such shareholders, shall revert in full ownership to the corporation, and the corporation's obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall therefor cease, provided that the board of directors may, at any time, for any reason satisfactory to it, but need not, authorize either of the following:

(i) Payment of the amount of any cash or property dividend or redemption price.

(ii) Issuance of any shares, ownership of which has reverted to the corporation pursuant to a provision of the articles authorized by this Section, to the person that would be entitled had such reversion not occurred.

(b) The "reasonable time" as stated in Subparagraph (a) of this Paragraph means a period of time not less than one year.

D. The articles of every corporation heretofore formed, unless they contain a provision enlarging, limiting or denying the preemptive right of shareholders, shall be deemed to provide that "Shareholders shall have preemptive rights".

History: Acts 1968, No. 105, §1; Acts 1970, No. 50, §14, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1990, No. 745, §2; Acts 1997, No. 291, §1; Acts 2018, No. 560, §2, eff. May 28, 2018.

§ 12:204 Corporate name

A. The corporate name may be in any language, but expressed in English letters or characters. The corporate name shall not imply that the corporation is an administrative agency of this state, or any of its political subdivisions, or of the United States. It shall not contain words or phrases that consist of or comprise immoral, deceptive, or scandalous matter. It shall not contain the words "bank", "banking", "banker", "savings", "trust", "deposit", "insurance", "mutual", "assurance", "indemnity", "casualty", "fiduciary", "homestead", "building and loan", "surety", "security", "guarantee", "cooperative", "state", "parish", "redevelopment corporation", "electric cooperative", or "credit union". It shall not contain the phrase "doing business as" or any abbreviation of that phrase, such as "d/b/a".

B. As used in this Subsection, the term "corporation" includes nonprofit corporations, business corporations, foreign corporations, and partnerships. The corporate name shall be distinguishable from a name reserved pursuant to R.S. 12:1-402(A) and shall be distinguishable upon the records of the secretary of state from the name of any other corporation, limited liability company, partnership, or trade name registered with the secretary of state unless any of the following Paragraphs apply:

(1) The other registrant consents to the use of the name in writing and submits the document required by law to change its name to one that is distinguishable upon the records of the secretary of state from the name of the applying corporation, effective no later than the time that the applying corporation will begin to use the registrant's former name.

(2) The other corporation has theretofore been authorized to do business in this state for more than two years, and has never actively engaged in business in this state. The failure of a business or foreign corporation to file a Louisiana corporate franchise tax return for two consecutive years shall constitute prima facie evidence that it has not actively engaged in business in this state for such period.

(3) The other corporation has failed to pay the corporate franchise tax or taxes due by it to the state for the preceding five consecutive years.

(4) The other corporation, if a foreign corporation, is not authorized to do business in this state.

(5) The other corporation or limited liability company filed for dissolution or withdrawal prior to the preceding five years and has not received the tax clearances required for final dissolution or withdrawal.

C. Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practices, nor derogate from the principles of law or the statutes of this state or of the United States, with respect to the right to acquire and to protect trade names.

D. The assumption of a name in violation of this Section shall not affect or vitiate the corporate existence. The court having jurisdiction may, upon the application of the state, or any affected or interested person or association, enjoin such corporation from doing business under a name assumed in violation of this Section.

E.(1) A corporation shall have the exclusive use of its name and emblem. No person, corporation, or organization may use a name or emblem nondistinguishable from one adopted by a corporation.

(2) If two nonprofit corporations or organizations have adopted names or emblems substantially similar, the organization which was first incorporated, whether in this state or elsewhere, shall have prior and exclusive use of the name or emblem adopted by it. If any organization or the members thereof are infringing or about to infringe upon the name or emblem of a nonprofit corporation, such corporation may obtain injunctive relief in the court of proper jurisdiction.

(3) If the name or emblem used by an organization or its members is nondistinguishable from a name or emblem the exclusive use of which is reserved to a nonprofit corporation, injunctive relief shall be granted without necessity of proof that any person in fact has been misled or deceived.

F. If the corporation seeking the issuance of a certificate of incorporation in this state includes in its name the word "engineer", "engineering", "surveyor", "surveying", or any derivative thereof, the secretary of state shall require, prior to the issuance of the certificate of incorporation, evidence satisfactory to him that written notice of such application for a certificate of incorporation has been delivered to the Louisiana Professional Engineering and Land Surveying Board in writing not less than ten days prior to the date of issuance of the certificate of incorporation. If the applicant corporation files with its application to the secretary of state a written waiver signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board waiving the requirement of ten days written notice to said board, as set forth in the preceding sentence, the secretary of state shall be authorized to proceed immediately with the processing of such application.

G.(1) A person may reserve a specified name for a nonprofit corporation by filing a signed application with the secretary of state.

(2) If the secretary of state finds that the name is available for use by a nonprofit corporation, he shall reserve the name for the exclusive use of the applicant for a nonrenewable period of one hundred twenty days.

(3) The exclusive right to use a reserved name may be transferred to another person or nonprofit corporation by filing with the secretary of state a notice of the transfer that specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.

(4) The owner of the reserved name may terminate the reservation by delivering to the secretary of state a signed notice of termination.

History: Acts 1968, No. 105, §1. Amended by Acts 1975, No. 650, §2. Acts 1983, No. 88, §1; Acts 1989, No. 654, §1, eff. July 7, 1989; Acts 1997, No. 296, §1; Acts 2001, No. 631, §1; Acts 2003, No. 279, §2; Acts 2015, No. 398, §2, eff. Oct. 5, 2015; Acts 2017, No. 367, §1; Acts 2018, No. 560, §2, eff. May 28, 2018; Acts 2022, No. 193, §2.

§ 12:204.1 Corporate name restrictions

A. Except as provided in this Section, the corporate name of a nonprofit corporation or organization shall not contain the name of any public park, playground, or other public facility together with the word "benefit", "benevolent", "endowment", "philanthropic", "foundation", or "fund". Nor shall a nonprofit corporation or organization deceptively or falsely imply or otherwise suggest that the corporation or organization is organized for the financial benefit of a park, playground, or other public facility unless the articles of incorporation provide that the revenues of such corporation or organization are dedicated to the exclusive or sole benefit of such park, playground, or other public facility and the governing authority of the governmental entity that owns or operates the park, playground, or public facility, by written consent, agrees to the corporate use of the name of the park, playground, or public facility.

B.(1) If use of the name of a park, playground, or other public facility is consented to by the appropriate governmental entity, such written consent shall be in the form of a contract for a fixed term of ten years. At the expiration of such contract, the corporation shall have one hundred eighty days within which to either amend its corporate name or obtain another renewal of the contract authorizing the continued use of the name.

(2) Any corporation existing on July 10, 1997, whose corporate name contains the name of a park, playground, or other public facility together with the word "benefit", "benevolent", "endowment", "philanthropic", "foundation", or "fund" shall have one hundred eighty days within which to either obtain consent of the governing authority that owns or operates such park, playground, or public facility or amend its articles of incorporation to provide that the revenues of such corporation or organization are dedicated to the exclusive or sole benefit of such park, playground, or public facility.

C. In addition to the remedies otherwise provided by law, any governmental entity may enforce the provisions of this Section by a civil suit, including a suit to enjoin any violation hereof. Upon finding that a person, corporation, or organization has knowingly violated this Section, a court may award damages, including an award of all profits derived from the said violation, and may order the destruction of all items bearing the name, symbol, or other descriptive inscription in violation of this Section.

History: Acts 1997, No. 819, §1, eff. July 10, 1997.

§ 12:204.2 Naming of certain nonprofit corporations

Notwithstanding R.S. 12:204 or any other law to the contrary, a nonprofit corporation, incorporated under the laws of the state of Louisiana, may include the word "parish" in its name if the corporation meets all of the following criteria:

(1) The nonprofit corporation was created before 1925 to improve parish government.

(2) Membership in the nonprofit corporation is held by each police juror and all secretaries, treasurers, clerks and parish engineers employed by any parish in Louisiana.

(3) The full-time staff of the nonprofit corporation is charged with the responsibility of keeping state and national public officials informed of the activities and needs of the parish governing authorities.

(4) The provisions of this Section shall become null and void and have no effect on and after July 1, 2006.

History: Acts 2005, No. 275, §1, eff. July 1, 2005.

§ 12:205 Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence

A. The articles shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the articles of incorporation. The articles 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.

B. If the secretary of state finds that the articles are in compliance with the provisions of this Chapter and after all fees have been paid, the secretary of state shall record the articles in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation which shall show the date and, if endorsed on the articles, the hour of filing of the articles with him. The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated, except that in any proceeding brought by the state to annul, forfeit, or vacate a corporation's franchise, the certificate of incorporation shall be only prima facie evidence of due incorporation.

C. Upon the issuance of the certificate of incorporation, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time when the articles were filed with the secretary of state, except that, if the articles were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time of such acknowledgment or execution.

D. A multiple original of the articles, or a copy certified by the secretary of state, with a copy of the certificate of incorporation, shall within thirty days after filing of the articles with the secretary of state, be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

E.(1) If the corporation contracts with the state, a statement acknowledging such contract shall be filed with the secretary of state, and shall include the names and addresses of the board of directors, officers, and all persons or corporate entities who hold an ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone is holding stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counterletter. The statement acknowledging a state contract and ownership and voting interest shall be duly acknowledged, or executed by authentic act. The secretary of state may prescribe and furnish forms for filing such statement.

(2) The provisions of this Subsection shall not apply to any charitable or religious nonprofit corporation which is organized and existing on a "nonstock basis".

History: Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1983, No. 88, §1; Acts 1991, No. 944, §2; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:205.1 Annual report to secretary of state

A. On or before the anniversary date each year of the corporation, an officer or director of each corporation shall make and sign in its name a report to the secretary of state, stating:

(1) The post office address and the municipal address or location, which shall not be a post office box only, of its registered office.

(2) The name and post office address and municipal address or location, which shall not be a post office box only, of each registered agent.

(3) The names and municipal address, which shall not be a post office box only, of all of its directors and officers, and when the term of each expires.

(4) The taxpayer identification number of the corporation. The failure to include the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the report.

B. The secretary of state may prescribe and furnish forms for filing the annual report.

C. Each corporation, except a church, shall pay a filing fee as provided in R.S. 49:222 at the time of filing such report. No church shall be required to pay the fee.

D.(1) A church which is a member of and in good standing with a statewide church association may file such report through the association. The association shall then furnish the required information to the secretary of state. In lieu of submitting the information on a form supplied by the secretary of state, the association may submit a roster of information, provided that the roster contains the required information.

(2) A church which is a member of and in good standing with a statewide church association shall not be subject to the penalties otherwise applicable to corporations pursuant to this Title for failure to file annual reports.

History: Acts 1988, No. 95, §1; Acts 1989, No. 410, §1; Acts 1990, No. 22, §1; Acts 1990, No. 745, §2; Acts 2001, No. 1187, §1; Acts 2008, No. 913, §2; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:206 Effect of filing or recording papers

The filing and recording of articles and other documents pursuant to this Chapter are required for the purpose of affording all persons the opportunity of acquiring knowledge of the contents thereof, but no person dealing with a corporation shall be charged with constructive notice of the contents of the articles or such other documents by reason of the filing or recording.

History: Acts 1968, No. 105, §1.

§ 12:207 General powers

A. A corporation shall have the power to perform any acts which are necessary or proper to accomplish its purposes as expressed or implied in the articles, or which may be incidental thereto.

B. Without limiting the grant of power contained in subsection A of this section, it is hereby specifically provided that every corporation shall, subject to the provisions of subsection D of this section, have authority:

(1) To have a corporate seal which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced; but failure to affix a seal shall not affect the validity of any instrument;

(2) To have perpetual existence, unless a limited period of duration is stated in its articles of incorporation;

(3) To sue and be sued in its corporate name;

(4) In any legal manner to acquire, hold, use and alienate or encumber property of any kind, including monies and its own shares, subject to special provisions and limitations prescribed by law or the articles;

(5) In any legal manner to acquire, hold, vote and use, alienate and encumber, and to deal in and with, shares, memberships, or other interests in, or obligations of, other nonprofit, business or foreign corporations, associations, partnerships, joint ventures, individuals or governmental entities;

(6) To make contracts, to incur liabilities, to borrow money, to issue notes, bonds and other obligations, and to secure any of its obligations by hypothecation of any kind of property;

(7) To lend money for its corporate purposes and invest and reinvest its funds, and to take and hold property or rights of any kind as security for loans or investments;

(8) To exercise its powers in this state and elsewhere as may be permitted by law;

(9) To elect or appoint officers and agents, to define their duties, and to fix their compensation; and to pay pensions and establish pension plans, pension trusts, profit-sharing plans and other incentive and benefit plans for any or all of its employees;

(10) To make and alter by-laws, not inconsistent with the laws of this state or with the articles, for the administration and regulation of the affairs of the corporation;

(11) To provide indemnity and insurance pursuant to R.S. 12:227;

(12) To make donations for the public welfare, or for charitable, scientific, educational, religious or civic purposes;

(13) Subject to any limitations contained in this Chapter or in the trust instrument, to hold property in trust for the purpose or purposes set forth in its articles;

(14) Unless otherwise provided in the articles or otherwise specifically directed in the trust instrument, to invest funds received in trust, or the proceeds of any property thus received, in any investment which, in the exercise of the judgment of the directors, they may, after investigation and due deliberation, determine to be safe and proper investments, and to retain any investments heretofore so made, whether or not those investments are legal investments for trustees;

(15) In time of war or other national emergency, to do any lawful business in aid thereof, at the request or direction of any apparently authorized governmental authority.

C. Whenever any property has been acquired by one or more persons acting as trustees, or in any other capacity, for and in the name of any unincorporated association for religious, charitable or educational purposes, upon the incorporation of said association as a nonprofit corporation, a transfer to the corporation, made by the persons so acquiring the property or their survivors, shall vest the title and ownership of the property in the corporation as fully as if the transfer had been made by all of these persons, free of any claims of the heirs of any of these persons who may have died prior to the transfer. In the event of the death of all of the trustees or other persons so acquiring the property before a formal transfer has been made to the corporation, the title and ownership of the property shall be vested in the corporation, provided that the corporation has had possession of the property as owner, during the lifetime of the trustees or subsequently, for a period of ten years.

D. Except as otherwise provided in the articles or by-laws, a corporation may borrow money, purchase immovable property, or sell, lease, encumber or otherwise alienate any of its immovable property, only if a resolution so authorizing has been approved by the voting members at a regular or special meeting, convened after notice of its purpose. A resolution authorizing the borrowing of money need not specify the particular amounts, rates of interest or times of maturity of the loans, but these and similar provisions may be authorized by the directors.

History: Acts 1968, No. 105, §1.

§ 12:208 Defense of ultra vires

A. Invalidity of an act of a corporation, or of a conveyance or transfer of movable or immovable property to or by a corporation, by reason of the fact that the corporation was without capacity or power to perform such act or to make or receive such conveyance or transfer, may be asserted only:

(1) In an action by a member of the corporation to set aside such act, conveyance or transfer, brought within one year after the act was done or the conveyance or transfer was consummated, which time limit shall not be subject to suspension on any ground or interruption on any ground other than timely suit;

(2) In an action by a member against the corporation to enjoin the performance of any act or the transfer of movable or immovable property by or to the corporation. If the unauthorized act, conveyance or transfer sought to be enjoined is being, or is to be, performed or made pursuant to any contract to which the corporation is a party, the court may--if all of the parties to the contract are parties to the action, if the corporation is without capacity or power to perform the act or make or receive the transfer sought to be enjoined, and if the court considers such relief to be equitable--enjoin the performance of such contract, and in so doing may allow to the corporation, or to the other parties to the contract, compensation for any loss or damage sustained by any of them which may result from the action of the court in enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as loss or damage sustained;

(3) In an action in damages by the corporation or by its receiver, trustee or other legal representative, or by its members, in a derivative or representative suit, against the incumbent or former officers or directors of the corporation;

(4) In an action by the state to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.

B. In any action brought pursuant to subsection A(1) or (2) of this section, the plaintiff shall sustain the burden of proof that he has not at any time prior thereto assented to the act, conveyance or transfer in question, and that in bringing the action he is not acting in collusion with officials of the corporation.

History: Acts 1968, No. 105, §1.

§ 12:209 Corporations not required to be non-stock corporations

A corporation which is not permitted to distribute its net assets to its members upon dissolution may be organized either on a stock basis or on a non-stock basis.

History: Acts 1968, No. 105, §1; Acts 1987, No. 294, §1, eff. July 5, 1987.

§ 12:210 Members, shareholders and certificates

Except as provided in R.S. 12:209:

A. A corporation may be organized on either a stock basis or a non-stock basis or both, as set forth in its articles.

B. The shares of corporations organized in whole or in part on a stock basis shall be of such classes, series and par values (or without par value) as the articles shall provide, and shall be represented by share certificates. A corporation may, but need not, issue certificates for fractional shares. Unless otherwise provided in the articles, the holder of a fractional-share certificate shall have all rights of a shareholder except voting rights.

C. A corporation organized solely on a non-stock basis shall not issue shares of stock. Non-shareholding membership may be evidenced by certificates of membership.

D. Each stock or membership certificate shall be signed by the president and secretary, or by such other officer or officers of the corporation as the articles or by-laws may provide. No certificate shall be invalid by reason of the fact that any officer, whose real or facsimile signature appears thereon, ceased to be an officer of the corporation before the certificate was issued. A certificate for shares having no par value shall not state any par value, nor any value thereof in money, except as to liquidation preference or redemption price. If fractional shares represented by a certificate are subject to any limitations or restrictions other than on voting rights, these restrictions or limitations shall appear on the certificate. No by-law or other restrictions upon the transfer of shares, no provision for compulsory offer of shares for purchase by or sale to the corporation, and no lien or privilege in favor of a corporation on shares of its own stock, shall be recognized or enforced unless such restriction or provision, or the right of the corporation to such privilege, is set forth or summarized, or a reference thereto and information as to where the same may be inspected is contained in the certificate. Every certificate shall state:

(1) The name of the corporation;

(2) That the corporation is a nonprofit corporation incorporated under the laws of this state;

(3) The name of the registered holder of the shares or membership represented thereby;

(4) The number and class, and designation or series, if any, of shares represented thereby;

(5) The par value of the shares represented thereby, or a statement that such shares have no par value;

(6) The class of membership represented thereby;

(7) If the shares or membership represented thereby are assessable or subject to the levy of dues, a statement to that effect, which shall constitute notice of the corporation's rights and remedies under any provision included in its articles or by-laws pursuant to R.S. 12:218(C); and

(8) If issued by a corporation which is authorized to issue shares, or has memberships, of more than one class, either (a) a summary of the designations, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred or special shares in series, the designations, relative rights, preferences and limitations of each such series, or a summary of the designations, relative rights, preferences and limitations of each class of membership, as the case may be, or (b) that the corporation will furnish such a summary to any member upon request and without charge.

E. Except as otherwise provided by law or by the articles or by-laws, each share shall entitle the holder to one vote and to equal participation with every other share in the net assets upon dissolution, and each non-shareholding member shall be entitled to one vote and to equal participation with every other such member in the net assets upon dissolution.

F. No dividends or other similar pecuniary remuneration shall be paid on any shares or membership, nor shall the members be entitled, during the existence of the corporation, to any portion of the earnings of the corporation derived through increment of value on its property, or otherwise incidentally made.

G. Shares shall be transferable by assignment or sale, or by inheritance or testament, upon the death of the owner, unless the articles provide otherwise. Membership shall not be transferable or heritable unless the articles otherwise provide. The transfer of shares and memberships may be regulated by by-laws not inconsistent with the provisions of the articles or Part II of Chapter 6 of this Title.

H. A corporation shall have the power to exclude from further membership, any member who fails to comply with the reasonable and lawful requirements of the rules and regulations made by the corporation for the government of its members.

I. Except as otherwise provided in the articles or by-laws, a corporation, and its directors, officers and agents, may recognize and treat a person registered on its records as a member or as the owner of shares, as such member or as the owner of such shares in fact for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to such membership or the ownership of such shares, notwithstanding any actual or constructive notice which the corporation, or any of its directors, officers or agents, may have to the contrary.

History: Acts 1968, No. 105, §1.

§ 12:211 Subscriptions for shares

A. Subscriptions for shares, whether made before or after the formation of a corporation, shall be in writing. Subscriptions for shares may be revoked at any time by either party upon such ground as exists for the rescission of any contract.

B. Unless otherwise provided in the writing, or unless all of the subscribers consent to revocation, a subscription for shares of a corporation to be formed shall be irrevocable for a period of one year from the date of signing; but no subscription shall be revocable (except as provided in subsection A of this section) after the corporate existence has begun.

C. After the corporate existence has begun, subscriptions for shares, unless revoked as provided in this section, may be enforced by the corporation in its own name according to the subscription terms.

D. When no provision as to time of payment is made in the contract of subscription, shares shall be paid for on the call of the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class, or as to all shares of the same series, as the case may be.

E. In case of default by a subscriber in any payment due under a contract of subscription, the corporation may at its option (in addition to its right to collect the unpaid amount as provided in subsection C of this section, and in addition to any other remedies provided by law), unless the contract provides otherwise, either (1) cancel the subscription if payment of the full price has not been made before the expiration of fifteen days after demand therefor addressed to the subscriber's last known address by registered mail, in which case the shares shall be considered as unsubscribed, and need no longer be reserved for issuance, or (2) sell the shares of the subscriber at public auction as provided in subsection F of this section.

F. In order to exercise its right of sale under subsection E of this section:

(1) The corporation shall give notice of his default to the subscriber, by registered mail addressed to him at his last known post office address, which notice shall state the time and place of the proposed sale of his shares. Fifteen days after mailing this notice to the subscriber, the corporation may sell the shares at public auction.

(2) Notice of the time and place of the sale, and a brief description of the shares to be sold, shall be published at least three times during the ten days prior to the date of the sale in a newspaper published in the parish in which the registered office of the corporation is located. However, if no newspaper is published in the parish with sufficient frequency so to publish this notice, one publication shall be sufficient if notice is also posted for ten days at the parish courthouse door.

(3) At any sale hereunder, no bid for an amount less than the balance due to the corporation by the shareholder on his shares, plus the costs of the sale, shall be accepted.

(4) If no bid is made for a sufficient amount as above provided, the corporation may forthwith forfeit to itself, as liquidated damages, the entire interest or equity of the shareholder in the shares, including all amounts paid to the corporation on account thereof, and the shares shall be considered as unsubscribed and need no longer be reserved for issuance.

G. In the event of sale of shares pursuant to subsections E and F of this section, any excess of proceeds realized over the amount due and unpaid on such shares, shall be credited to the delinquent subscriber or his legal representative, to the extent of the subscription price.

History: Acts 1968, No. 105, §1.

§ 12:212 Shareholders' preemptive rights

Shareholders shall have only such preemptive rights as may be provided in the articles. If the articles simply provide that "Shareholders shall have preemptive rights", then:

A. Each holder of shares having voting rights shall, upon issuance for cash of shares having voting rights, have a preemptive right, during a reasonable period to be fixed by the board of directors (which need not exceed fifteen days after the giving or mailing of written notice to him of the terms and conditions on which such right is exercisable), to subscribe, at such price and upon such terms as may be fixed in the manner provided in R.S. 12:213, for such proportion of the shares to be issued, as the number of shares having voting rights held by him bears to the total number of shares having voting rights then outstanding.

B. A shareholder shall have no preemptive right to subscribe for shares:

(1) Which are to be issued for consideration other than cash; or

(2) Which are to be issued to satisfy conversion or option rights; or

(3) Which are treasury shares.

C. Shares which have been offered to shareholders having a preemptive right at a price or upon terms duly fixed, and which have not been subscribed for by them within the period fixed by the board of directors, may thereafter, for one year following the end of such period, be issued or sold to any other person or persons at a price not less than that at which they were offered to such shareholders.

History: Acts 1968, No. 105, §1.

§ 12:213 Issuance of shares; consideration

A. Par-value shares may be issued initially for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed by the board of directors. Shares without par value may be issued initially for such consideration expressed in dollars as may be fixed by the board of directors, or by the members by vote of a majority in interest of the voting members present, if the articles reserve to the members the right to fix the consideration. Treasury shares may be disposed of by the corporation for such consideration as may be fixed from time to time by the board of directors.

B. Shares issued (1) pursuant to exercise of conversion rights, (2) in exchange for, or in respect of, outstanding shares pursuant to a reclassification of stock, or (3) in a merger or consolidation as provided in the merger or consolidation agreement, shall be considered as fully paid when so issued.

C. The consideration for shares shall be paid in cash or in corporeal or incorporeal property, or services actually rendered to the corporation, the fair value of which is not less than the dollar amount of the consideration fixed for the shares, before the shares are issued. Upon payment of the consideration fixed therefor, such shares shall be considered as fully paid. Cash consideration for shares may not be paid by the purchaser's note, secured or unsecured, or uncertified check; and in case of delivery of such a note or check in payment for shares, the shares shall not be issued until the note or check has been paid in full.

D. Solely for the purpose of determining whether shares have been paid for fully, the valuation placed by the directors or members, as the case may be, upon the consideration other than cash paid therefor shall be conclusive.

History: Acts 1968, No. 105, §1.

§ 12:214 Reservation of shares

A. A corporation shall reserve from its authorized but unissued shares, or its treasury shares, sufficient shares to meet its issuance obligations under subscription rights, warrants, options and conversion privileges.

B. Shares issuable pursuant to any such rights, warrants, options or privileges, grant or issuance of which was approved by such vote of the members as would have been required to amend the articles to increase the authorized number of the class of shares involved, shall, to the extent not available in the corporation's treasury, be issued notwithstanding the fact that the articles do not by their terms authorize such issuance.

History: Acts 1968, No. 105, §1.

§ 12:215 Convertible securities and stock-purchase rights

A. Unless the articles provide otherwise, a corporation shall have authority, whether or not in connection with the issuance and sale of any of its shares or other securities, to create and issue rights and options in any form, granting to the holders thereof:

(1) The right to convert, upon such terms and conditions as the corporation may deem expedient, shares or obligations into shares of any class; or

(2) The right or option to purchase, upon such terms and conditions as it may deem expedient, shares of any class.

B. Unless the articles provide otherwise, such authority shall be exercised by vote of the board of directors. However, no shares shall be issued pursuant to exercise of option rights created independently of issuance and sale of shares or other securities, unless the creation of such rights shall have been either (1) authorized or approved by the members, or (2) if the optionee is neither a director nor the holder, directly or indirectly, of record or beneficially or both, of more than ten per cent of the total voting power, authorized by vote of at least two-thirds of the directors in office.

C. If the shares (other than treasury shares) in respect of which such option or debt conversion rights are granted, have a par value and are authorized but unissued shares, then such conversion or option rights shall be exercisable at not less than the par value of such shares.

D. If the shares in respect of which such option or debt conversion rights are granted, are without par value or are treasury shares, such conversion or option rights shall be exercisable at such price as determined by the board of directors.

E. Shares shall not be converted into par-value shares (other than treasury shares) having a greater aggregate par value than the aggregate allocated value, at the time of conversion, of the shares to be converted.

F. Converted shares shall be cancelled.

History: Acts 1968, No. 105, §1.

§ 12:216 Redemption, purchase and cancellation of shares

A. A corporation shall not purchase or redeem its shares when it is insolvent; or when such purchase or redemption would render it insolvent or would reduce its net assets below the aggregate amount payable on liquidation upon any issued shares, which have a preferential right to participate in the assets in event of liquidation, remaining after the purchase or redemption and cancellation of any shares in connection therewith; or at a price, in the case of shares subject to redemption, exceeding the redemption price thereof; or, except when authorized by the articles, unless a purchase of its shares has been authorized by affirmative vote of two-thirds in interest of the members of each class, regardless of limitations or restrictions on the voting power of any of such classes. Subject to the provisions of this subsection, a corporation may purchase its own shares, or redeem its shares subject to redemption, as provided in the following subsections of this section.

B. Subject to the provisions of R.S. 12:221(F), a corporation may purchase its own shares, or redeem its shares subject to redemption, out of surplus; provided that a corporation which is not permitted to distribute net assets to its members or shareholders on dissolution shall not pay any premium in connection with the redemption or purchase of its own shares, but shall pay not more than the consideration received by it upon issuance of each share redeemed or purchased.

C. To the extent that there is no surplus available for the purpose, a corporation may apply, to the redemption of its shares subject to redemption, such amount out of stated capital as will not reduce stated capital below the aggregate allocated value of the issued shares remaining after the redemption and cancellation of any shares in connection therewith.

D. To the extent that there is no surplus available for the purpose, a corporation may purchase its own shares out of stated capital for the purpose of paying dissenting shareholders entitled to payment for their shares under the provisions of this Chapter. Shares so purchased out of stated capital shall be cancelled.

E. To the extent that there is no surplus available for the purpose, a corporation may apply to the purchase of its shares:

(1) For the purpose of eliminating fractions of shares; or

(2) For the purpose of collecting or compromising indebtedness to the corporation;

such amount out of stated capital as will not reduce stated capital below the aggregate allocated value of the issued shares remaining after the purchase and cancellation of any shares in connection therewith.

F. Shares which are cancelled are thereby restored to the status of authorized and unissued shares, unless the articles provide otherwise.

History: Acts 1968, No. 105, §1.

§ 12:217 Classes and qualifications of membership

A. Membership shall be of the classes, and shall be governed by the rules of admission, retention, suspension and expulsion, which the articles or by-laws prescribe; provided that all rules shall be reasonable, germane to the purpose of the corporation, and equally enforced as to all members of the same class.

B. Unless otherwise provided by the articles or by-laws, there shall be one class of members.

C. If neither the articles nor the by-laws provide for members or shareholders, or if a corporation has, in fact, no shareholders, and no members other than the persons constituting its board of directors, the persons for the time being constituting the board shall, for all intents and purposes, be taken to be the members of the corporation, and shall exercise all of the rights and powers of the members.

History: Acts 1968, No. 105, §1.

§ 12:218 Membership dues; assessments

A. Corporations may levy dues or assessments, or both, upon their members, but only in accordance with authority conferred either by the articles or the by-laws.

B. Dues or assessments, or both, may be levied upon shares and non-shareholding members of all classes and series alike, or in different amounts or proportions, or upon a different basis, upon shares or non-shareholding members of different classes or series, but shall be uniform as to all shares or all non-shareholding members of the same class or series. Members of one or more classes may be made exempt from either dues or assessments, or both, in the manner and to the extent provided either in the articles or by-laws. The amount of the levy and the method of collection of dues or assessments, or both, may be fixed in the articles or by-laws, or the articles or by-laws may authorize the board of directors to fix the amount thereof from time to time, and make them payable at the time and by the method of collection which the directors prescribe.

C. The articles or by-laws may include provisions for the cancellation of membership, and for the forfeiture of shares, upon reasonable notice, for nonpayment of dues or assessments, and for the reinstatement of membership or shareholder status.

History: Acts 1968, No. 105, §1.

§ 12:219 Liability of subscribers and members

A. A member of a corporation shall not be liable personally for any obligation of the corporation.

B. If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the members who knowingly, or without the exercise of reasonable care and inquiry, consented thereto or voted in favor thereof shall be liable in solido to the corporation for the benefit of creditors or members, as their respective and relative interests may appear, for any loss or damage arising therefrom.

C. Every member who receives any 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.

D. When the directors are held liable solely because of having negligently consented to or participated in any unlawful 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 members for the proportionate amount of the unlawful distribution received by such member. 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. 12:226(D), and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.

E. A member shall not be liable for the commission of a prohibited act if he was absent from the meeting of members at which the action was authorized, or if he was present or represented at such meeting, and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter in the registered office of the corporation.

History: Acts 1968, No. 105, §1.

§ 12:220 Reduction of membership below stated number

Whenever the membership of a corporation having a stated number of members is reduced below that number, the corporation shall not on that account be dissolved. It shall be lawful for the surviving or continuing members to continue the corporate existence, unless otherwise provided in the articles or by-laws.

History: Acts 1968, No. 105, §1.

§ 12:221 Capital, surplus, allocation thereto, and increases and reductions thereof

A. Upon initial issuance of par-value shares, that part of the consideration received therefor which is equal to the par value thereof, plus such additional part of such consideration as the board of directors or the members may fix, shall be allocated to stated capital, and the remainder shall be allocated to capital surplus. Upon initial issuance of shares without par value, the consideration received therefor shall be allocated to stated capital, except to the extent of such part of the consideration as may be allocated to capital surplus by the board of directors or the members. If such shares without par value have a preferential right to participate in the corporation's assets in event of liquidation, only the excess of the consideration over the aggregate amount payable to the holders thereof upon liquidation may be allocated to capital surplus.

B. The board of directors may at any time transfer any amount from earned surplus or capital surplus to stated capital in respect of any issued shares or otherwise.

C. The board may at any time transfer from stated capital to capital surplus any amount of net assets in excess of (1) the aggregate par value of the issued shares having no preferential right to participate in the corporation's assets in event of liquidation, plus (2) the greater of the aggregate par value of, or the aggregate amount payable in liquidation on, any issued shares which have a preferential right to participate in the assets in event of liquidation; provided that only the members may transfer from stated capital any amount allocated by them to stated capital.

D. Upon cancellation of shares, stated capital shall be reduced by an amount equal to (1) the aggregate par value of such shares having par value, and the aggregate allocated value of such shares without par value, plus (2) to the extent of the price paid on purchase or redemption of such par-value shares in excess of the par value thereof, any excess of the allocated value over the par value thereof.

E. If there is no earned surplus, the board of directors may apply capital surplus to the reduction or elimination of any deficit resulting from losses.

F. The board of directors may create and abolish reserves out of earned surplus for any proper purposes. Earned surplus so reserved shall not be available for purchase or redemption of shares, or transfer to capital surplus or stated capital.

G. Stated capital, capital surplus and earned surplus shall respectively be reduced by amounts applied therefrom to purchase or redemption of shares, and by amounts transferred therefrom.

H. Following a merger into, or creation by consolidation of, a corporation, such corporation's earned surplus shall not exceed the sum of the earned surpluses of the merging or consolidating corporations, business corporations and foreign corporations, as reduced by any distributions or transfers therefrom in connection with the merger or consolidation.

I. Upon disposition of treasury shares acquired in whole or in part by application of earned surplus, the amount so applied may be restored to earned surplus to the extent of the consideration received upon such disposition.

History: Acts 1968, No. 105, §1.

§ 12:222 Bylaws

A. The members or the directors of a corporation may make, amend and repeal the bylaws of the corporation, subject always to the power of the members to change the action of the directors. Unless the articles or bylaws provide otherwise, the powers hereby conferred shall be exercised by a majority vote of the directors or the voting members of the corporation, as the case may be, present or represented at any regular or special meeting convened after notice of the purpose thereof; provided, however, that no greater proportion of the voting members shall be required by bylaw, article, or otherwise to make, amend, or repeal bylaws than that proportion of directors which is required to make, amend, or repeal bylaws.

B. The bylaws of a corporation shall operate merely as regulations among the shareholders or the members, and shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaws.

C. Subject to the provisions of this Chapter, the bylaws may include any provision for the regulation and management of the affairs of the corporation, its rights or powers, the rights, powers or duties of its members, directors or officers, or the directors' qualifications, classification, number or term of office, or fixing their compensation, not inconsistent with law or the articles.

History: Acts 1968, No. 105, §1. Amended by Acts 1977, No. 139, §1.

§ 12:223 Corporate records and reports

A. Every corporation shall keep at its registered office (1) records of the meetings of its members and directors, and of committees of the board, share and membership records giving the names and addresses of the members in alphabetical order by classes and series and the number of shares held by each, and records of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus; and (2) separate records of all trust funds held by it. Whenever membership is terminated, this fact shall be recorded in the share or membership record together with the date on which the membership ceased, and transfers of shares shall similarly be recorded.

B. The records listed in subsection A of this section may be in written form or in any other form capable of being converted into written form within a reasonable time.

C. Every shareholder and voting member may examine in person, or by agent or attorney, at any reasonable time, the records of the corporation listed in subsection A of this section.

D. If the articles or the trust instrument so provide, every corporation shall, within ninety days after the close of each fiscal year, mail an annual report, signed by the treasurer, to its members concerning any trust funds held by it, and the use made of such funds and the income thereof during such fiscal year.

History: Acts 1968, No. 105, §1.

§ 12:224 Board of directors

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;

(d) If he ceases at any time to have the qualifications required by the articles or by-laws;

(e) If, within sixty days, or such other time as the articles or by-laws may specify, after notice of his election, he does not accept office either in writing or by attending a meeting of the board of directors, or if he fails to fulfill any other requirement or qualifications which the articles or the by-laws specify.

(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 members to elect the full number of authorized directors) for an unexpired term, provided that the members shall have the right to fill the vacancy at any special meeting called for the purpose prior to such action by the board.

(4) The members, by vote of a majority in interest of all of the voting members, may, at any special meeting called for the purpose, remove from office 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 members of any class or series 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 members of that class or series, and not to the vote of all of the members. 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 by-laws. 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;

(7) 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;

(8) The board of directors may designate one or more committees, each committee to consist of two or more of the directors (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 by-laws, 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 by-laws, 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;

(9) Any action which may be taken at a meeting of the board of directors, or of 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.

(10) The board of directors, or any committee of the board, may hold a meeting by means of conference telephone, facsimile, or similar communications equipment provided that all persons participating in the meeting can 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. The provisions of this Paragraph shall not apply to any public body or any other entity provided for in R.S. 42:13.

F. The articles may provide that a particular class or series of members may elect all or a certain number or proportion of the directors, or the directors of a certain class.

G. 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 member, 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.

H. Unless the articles or by-laws provide otherwise, the court may, at the suit of five or more voting members, remove from office any director in case of fraudulent or dishonest acts, or gross abuse of authority or discretion, with reference to the corporation. The court may bar from reelection any director so removed, for a period prescribed by the court. The corporation shall be made a party to such action.

History: Acts 1968, No. 105, §1; Acts 1997, No. 947, §1; Acts 2004, No. 523, §1.

§ 12:225 Officers and agents

A.(1) The board of directors shall elect a president, a secretary and a treasurer, and may elect one or more vice presidents. Unless otherwise provided in the articles, none of said officers need be a director, and any two of these offices may be combined in one person; provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. The treasurer may be a corporation.

(2) If the officers are listed in the articles or in an amendment thereto, a municipal address, which shall not be a post office box only, shall be indicated for each such officer.

B. Such other officers and agents as may be necessary for the business of the corporation may be appointed by the board of directors or in the manner provided in the by-laws.

C. Election or appointment of an officer shall not of itself create contract rights.

D. Officers and agents shall have such authority and perform such duties in the management of the property and affairs of the corporation as may be prescribed in the by-laws or by the board.

E. Any officer or agent may be removed by the board of directors with or without cause at any time, without prejudice, however, to the contract rights of the person so removed.

F. The articles may provide that only the members, or only a particular class or classes of directors, or only directors elected by the vote of a particular class or series of members, may elect certain or all of the officers, in which event officers so elected may be removed without cause only by the members or directors empowered to elect their successors.

G. Except as otherwise provided in the articles or by-laws, or by resolution of the board of directors, the president or vice-president of any corporation shall have power in the name and behalf of the corporation to authorize the institution, prosecution or defense of any suit and other legal proceedings, and no exception of want of authority shall lie on the part of any other party. Such persons shall have authority in the corporation's name and behalf to direct the issuance of conservatory writs and to bond property in custodia legis, to execute bonds in connection with any legal proceedings, and to make any affidavit required by law or the rules of the court. Such acts shall have the same force and effect as the act of the corporation itself, and be binding upon it.

History: Acts 1968, No. 105, §1; Acts 1989, No. 102, §1.

§ 12:226 Relation of directors and officers to corporation and members; liability of officers and directors

A. Officers and directors shall be deemed to stand in a fiduciary relation to the corporation and its members and shall discharge the duties of their respective positions in good faith and with that diligence, care, judgment, and skill which ordinarily prudent men would exercise under similar circumstances in like positions.

B. Any officers or directors who knowingly, or without the exercise of reasonable care and inquiry, consent to the issuance of shares in violation of the provisions of this Chapter shall be liable jointly and severally to the corporation and any person who suffers any loss or damage as a result thereof.

C. If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the officers or directors 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 members, as their respective and relative interests may appear, for any loss or damage arising therefrom.

D. If any unlawful distribution, payment, or return of assets be made to the members, or if the corporation purchase or redeem any of its own shares in violation of this Chapter, the directors who knowingly, or without the exercise of reasonable care and inquiry, voted in favor thereof shall be liable jointly and severally to the corporation, or to creditors of the corporation, or to both, in an amount equal to the amount of the unlawful distribution. An action to enforce such liability must be brought within two years from the date on which the distribution was made, and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.

E. A director acting in reliance, in good faith, on a report made to the board of directors, or to any committee thereof, by an official of the corporation or by an appraiser selected by the board or by any committee thereof with reasonable care, or on financial statements or other records of the corporation represented as accurate by the president or other officer in charge of the corporation's books of account or of such records, or stated in a written report by independent or certified public accountants fairly to reflect the corporation's financial condition, shall not be held liable under the provisions of this Section.

F. Nothing contained in this Section shall derogate from any indemnity authorized by R.S. 12:227.

G. A director shall not be liable for the commission of a prohibited act if he was absent from the meeting of directors at which the action was authorized, or if he was present or represented at such meeting, and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter in the registered office of the corporation.

History: Acts 1968, No. 105, §1.

§ 12:227 Indemnification of officers, directors, employees and agents; insurance

A. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another nonprofit, business or foreign corporation, partnership, joint venture or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided that in case of actions by or in the right of the corporation, the indemnity shall be limited to expenses (including attorneys' fees, and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the action to conclusion) actually and reasonably incurred in connection with the defense or settlement of such action and no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

B. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

C. Any indemnification under subsection A of this section (unless ordered by the court) shall be made by the corporation only as authorized in a specific case upon a determination that the applicable standard of conduct has been met. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable or a quorum of disinterested directors so directs, by independent legal counsel, or (3) by the members.

D. Expenses incurred in defending such an action, suit or proceeding may be paid by the corporation in advance of the final disposition thereof if authorized by the board of directors in the manner provided in subsection C of this section, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section.

E. The indemnification provided by this section shall not be deemed exclusive of any other rights to which the person indemnified may be entitled under any by-law, agreement, authorization of members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs and legal representative.

F. A corporation shall have power to procure insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another nonprofit, business or foreign corporation, partnership, joint venture or other enterprise against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

History: Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §15, emerg. eff. June 18, 1970, at 5:05 P.M.

§ 12:228 Interested directors; quorum

A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other nonprofit, business or foreign corporation, partnership, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the common or interested director or officer was present at or participated in the meeting of the board or committee thereof which authorized the contract or transaction, or solely because his or their votes were counted for such purpose, if:

(1) The material facts as to his interest and as to the contract or transaction were disclosed or known to the board of directors or the committee, and the board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or

(2) The material facts as to his interest and as to the contract or transaction were disclosed or known to the members entitled to vote thereon, and the contract or transaction was approved in good faith by vote of the members; or

(3) The contract or transaction was fair as to the corporation as of the time it was authorized, approved or ratified by the board of directors, committee, or members.

B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorized the contract or transaction.

History: Acts 1968, No. 105, §1.

§ 12:229 Meetings of members

A. Meetings of members may be held at any place, within or without this state, which is provided in the articles or by-laws or specified in the notice of the meeting. Unless otherwise provided or specified, all meetings of the members shall be held in this state at the registered office of the corporation.

B. The articles or by-laws may provide for the number and time of meetings of members, but at least one meeting of the members shall be held in each calendar year for the election of directors, the time for which shall be fixed in the articles or by-laws. Failure to hold the annual meeting at the designated time shall not work any forfeiture or dissolution of the corporation. If the annual meeting has not been called and held within six months after the designated time, the meeting may be called by any ten members, or by any member or members holding five per cent or more of the voting power.

C. Special meetings of the members may be called at any time by the president, the board of directors or any person so authorized in the articles or by-laws. At any time, upon written request of any person entitled to call a special meeting, the secretary shall call a special meeting of the members to be held at the time which the secretary fixes, not less than ten or more than sixty days after the receipt of the request. If the secretary neglects or refuses to issue the call, the person making the request may do so.

D. At any meeting of members, a list of members entitled to vote, arranged alphabetically and certified by the secretary, showing the number and class of shares held by each shareholder, and the class of membership held by each other member, on the record date for the meeting, shall be produced on the request of any member. This list shall be prima facie evidence of its contents, and of the right of the members listed therein to vote.

History: Acts 1968, No. 105, §1.

§ 12:230 Notice of meetings of members

A. Unless otherwise provided in the articles or by-laws, and except as otherwise provided in this Chapter, the authorized person or persons calling a members' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all members entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, except as otherwise provided in this Chapter if a specified action is to be taken at the meeting. If such written notice is placed in the United States mail, postage prepaid, and addressed to a member at his last known address, notice shall be deemed to have been given him. Notice of any meeting may be waived in writing by any member at any time; the written waiver need not specify the purpose of or the business to be transacted at the meeting; and such notice shall be deemed to have been given to, or waived by, all members present or represented at any such meeting except any member who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened. Notice need not be given to any member 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 member shall have the same force and effect as if notice had been given to him as otherwise required.

B. Adjournments of any annual or special meeting of members may be taken without new notice being given, unless a new record date is fixed for the adjourned meeting, but any meeting at which directors are to be elected shall be adjourned only from day to day until such directors have been elected.

C. In the event there occurs the accidental destruction or accidental loss of corporate records, or other similar exigency, if the corporation is unable to give notice of a meeting to its members at their last known addresses, notice shall be given by advertisement at least thirty days prior to the meeting and again twice within thirty days of the meeting, in a daily paper published in the parish in which the corporation is domiciled, if there exists such a paper, or published for four consecutive weeks prior to the meeting in a weekly paper published in the parish in which the corporation is domiciled. In the absence of a daily or weekly paper, notice shall be given by the posting of the notice in the principal meeting place of the corporation, or at the parish courthouse door in the absence of such a meeting place.

History: Acts 1968, No. 105, §1; Acts 1995, No. 465, §1.

§ 12:231 Quorum of members

A members' meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present. Unless otherwise provided in this Chapter or in the articles or by-laws, the following rules shall apply:

(1) The presence in person or by proxy of a majority of the voting members shall constitute a quorum.

(2) The voting members present at a duly organized meeting shall constitute a quorum, and may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, or the refusal of any member present to vote.

(3) If a meeting cannot be organized for lack of a quorum, those present may, except as otherwise provided in this Chapter, adjourn the meeting to the time and place which they determine. Notice of the second meeting shall again be attempted pursuant to R.S. 12:230. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, shall nevertheless constitute a quorum for the purpose of electing directors. In the case of a second such meeting called after the lack of a quorum for a purpose other than or in addition to the election of directors, including amendment of the articles of incorporation or dissolution of the corporation, any number of members present shall constitute a quorum, notwithstanding any other provision of law to the contrary.

History: Acts 1968, No. 105, §1; Acts 1995, No. 465, §1.

§ 12:232 Voting of members

A. Unless otherwise provided in the articles or by-laws, every member of a corporation shall be entitled to one vote, or if a shareholding member, one vote for each share standing in his name on the books of the corporation; provided that on and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares. The manner of voting may be by ballot, mail or any other reasonable means provided in the articles or by-laws.

B. The articles or by-laws may provide that in the election of directors each voting member shall have the right to multiply his vote or votes by the number of directors to be elected, and to cast all of these votes for one candidate, or to distribute them among two or more candidates.

C.(1) A member shall have the right to cast his vote either in person or, unless the articles or by-laws specifically prohibit voting by proxy, by proxy duly authorized in writing, signed by the member and filed with the secretary at or before the meeting.

(2) The authority of the holder of a proxy to act shall not be revoked by the death of the member who executed the proxy unless, before the authority is exercised, written notice of such death is received by the corporate officer responsible for maintaining the list of members.

(3) A proxy shall be revocable at will, unless otherwise validly provided by agreement or by any provision of the proxy. The validity of every unrevoked proxy shall cease eleven months after the date of its execution, unless some other definite period of validity shall expressly be provided therein; but in no case shall an outstanding proxy be valid for longer than three years. The revocation of a proxy (if revocable) shall not be effective until written notice thereof has been given to the secretary of the corporation, or unless a proxy of later date is filed with the secretary at or before the meeting.

(4) A proxy regular on its face, and signed in the name of a member entitled to vote at the meeting, shall be deemed valid unless challenged before it is voted, and the burden of proving invalidity shall be on the challenger.

(5) When shares are registered in the names of two or more persons (other than fiduciaries), a proxy signed by any one or more of them shall be deemed valid, unless the corporation receives written notice to the contrary from a non-signing registered holder before the proxy is voted.

D. A person whose shares are pledged shall be entitled to vote thereon, unless and until such shares have been transferred on the books of the corporation to the pledgee; and thereafter the pledgee shall be entitled to vote thereon.

E. Any person in whose name shares are registered in a fiduciary capacity, may, so far as concerns the corporation, vote the same in person or by proxy for all purposes, and without the necessity of any authorization by a court, or of any judicial or other proceeding provided in particular laws. A legal representative, other than a receiver or trustee, may vote shares held by him, either in person or by proxy, without transfer of the shares into his name. When shares are registered in the names of three or more fiduciaries, voting thereof shall be in accordance with the will of the majority of the fiduciaries, unless the instrument or order appointing the fiduciaries directs that the shares shall be voted in some other way. When, in any case, the fiduciaries are equally divided as to the manner of voting the shares registered jointly in their names, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the shares shall be voted on the particular questions as to which the fiduciaries are divided.

F. A corporate member may vote by its president, any vice-president, secretary or treasurer, or by proxy appointed in writing by any of such officers, unless some other person appointed by bylaw or resolution of the board of directors to cast the corporate member's vote, shall produce a certified copy of such bylaw or resolution, in which case the other person shall be entitled to cast the vote.

G. Except as otherwise provided in the articles or by-laws, or in other provisions of this Chapter, a majority of votes actually cast shall decide any matter properly brought before a members' meeting organized for the transaction of business, except that directors shall be elected by plurality vote.

History: Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §16, emerg. eff. June 18, 1970, at 5:05 P.M.

§ 12:233 Unanimous consent

A. Whenever by any provision of law, the articles or the by-laws, the affirmative vote of members is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the members having voting power on the particular question, shall be sufficient for the purpose, without necessity for a meeting of members.

B. This consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all of the members entitled to vote on the particular question, shall be filed with the records of proceedings of the members.

History: Acts 1968, No. 105, §1.

§ 12:234 Fixing record date

A. For the purpose of determining members entitled to notice of, and to vote at, a meeting, or in order to make a determination of members for any other proper purpose, the board of directors may fix in advance a record date for determination of members for such purpose, such date to be not more than sixty days (or such shorter period as the by-laws may prescribe) and, if fixed for the purpose of determining members entitled to notice of, and to vote at, a meeting, not less than ten days, prior to the date on which the action requiring the determination of members is to be taken.

B. Except as otherwise provided by the board, if no record date is fixed for the purpose of determining members entitled to notice of, and to vote at, a meeting, the close of business on the day before the notice of the meeting is mailed (or, if notice is waived, on the day before the meeting) shall be the record date for such purpose.

C. A determination of members entitled to notice of, and to vote at, a meeting shall apply to any adjournment thereof, unless otherwise ordered by the board of directors.

History: Acts 1968, No. 105, §1.

§ 12:235 Voting trusts

A. Two or more shareholders of a corporation may, pursuant to an agreement in writing, transfer their shares to any one or more persons or corporations having authority to act as trustees, for the purpose of vesting in the transferees, as trustees, for a period not exceeding fifteen years and upon the terms and conditions stated in the agreement, all voting or other rights pertaining to such shares. The voting trust agreement may stipulate that the term of the agreement may be extended under the same terms and conditions for an additional period, not to exceed ten years from the date of expiration of the original agreement. When the original agreement contains such a stipulation, it shall provide for the manner, method, time and place for a meeting of all of the depositing shareholders to vote on the extension. At least a majority in interest of all depositing shareholders, and a larger percentage if stipulated, must vote for extension if the original agreement is to remain effective beyond its original expiration date.

B. Unless the agreement provides otherwise, any other shareholder may at any time transfer his shares to the same trustee or trustees upon the terms and conditions stated in the agreement, and thereupon shall be bound by, and shall have the benefits of, all of the provisions of the voting trust agreement.

C. The certificates of shares transferred to a trustee or trustees shall be surrendered and cancelled, and new certificates therefor issued in the name of the trustee or trustees. In the new certificates it shall appear that they are issued pursuant to the voting trust agreement. In the entry of transfer on the records of the corporation, it shall be noted that the transfer is made pursuant to the agreement.

D. The trustee or trustees shall execute and deliver voting trust certificates to the transferors. Such voting trust certificates shall be transferable in the same manner and with the same effect as certificates of stock under the provisions of Part II of Chapter 6 of this Title.

E. The trustee or trustees shall possess all voting and other rights pertaining to the shares so transferred and registered in his or their names, subject to the terms and conditions of, and for the period specified in, the agreement.

F. Unless otherwise provided in the agreement:

(1) The trustee or trustees may vote in person or by proxy;

(2) If there are two or more trustees, the manner of voting shall be determined as provided in R.S. 12:232(E);

(3) Vacancies among the trustees shall be filled by the remaining trustee or trustees;

(4) A trustee shall incur no responsibility as trustee except for his individual neglect or malfeasance.

G. The trustee or trustees shall keep at a place available to holders of voting trust certificates, correct and complete books and records of account relating to the trust, and a record containing the names and addresses of all persons who are holders of voting trust certificates, the number and class of shares represented by each certificate held by them, and the dates when they became the owners thereof. The record may be in written form or in any other form capable of being converted into written form within a reasonable time.

H. A duplicate of every voting trust agreement shall be filed in the office of the corporation, and it and the record of voting trust certificate holders shall be subject to the same right of inspection by a shareholder of record, or a holder of a voting trust certificate, in person or by agent or attorney, as are the records of the corporation under R.S. 12:223.

History: Acts 1968, No. 105, §1.

§ 12:236 Registered office and agent

A. Every corporation shall continuously maintain an office in this state, to be known as its registered office. The location and post office address of the original registered office shall be stated in the articles, as provided in R.S. 12:203.

B. After incorporation, a change in the location of the registered office may be authorized at any time by the board of directors. Within thirty days after the change is made, notice of the change, and of the address of the new registered office, shall be filed with the secretary of state and with the recorder of mortgages of the parish in which the new office is located. If the registered office should be vacated by the corporation, a new registered office shall be designated by the board, and notice of the change and of the post office address of the new office shall be filed with the secretary of state and with the recorder of mortgages of the parish in which the new office is located, within thirty days. The designation of a registered office shall remain effective until a change is made therein, and notice of the change is filed in the manner hereinabove provided; except that if no notice of change is filed within thirty days after the registered office has been vacated, the office of the secretary of state may thereafter be treated as the registered office by any person other than the corporation itself. If the registered office is changed from one parish to another, the notice of change shall be filed with the recorder of mortgages of both the parish from which, and that to which, the registered office is removed. The registered office shall be considered the domicile of the corporation for all purposes.

C.(1)(a) Every corporation shall continuously maintain in this state at least one registered agent, which agent may be any of the following:

(i) An individual who is a resident of this state.

(ii) A partnership which is authorized to practice law in this state.

(iii) A business corporation, limited liability company, foreign corporation, or foreign limited liability company authorized to transact business in this state, which is authorized by its articles or certificate of incorporation or organization to act as the agent of a corporation for service of process, and which has on file with the secretary of state a certificate or amended certificate setting forth the names of at least two individuals at its address in this state, each of whom is authorized to receive any process served on it as such agent.

(b) Legal process and other notices or demands may be served on the corporation by service upon this agent and if the agent is a partnership, upon any partner.

(2) The full name and address of the agent shall be stated in the articles, as provided in R.S. 12:203, and a notarized affidavit of acknowledgement and acceptance signed by each such agent shall be attached thereto. The failure to attach a notarized affidavit of acknowledgement and acceptance as required by this Subsection shall not be a defense to proper service of process on the corporation. The address of the registered agent in this state may be changed by filing with the secretary of state, by either the corporation or the agent, of written notice of such change, a copy of which shall also be filed with the recorder of mortgages of the parish of the corporation's domicile. Notice of change of the name of a corporate or partnership registered agent shall be filed in like manner within thirty days after the change.

(3) A registered agent may resign, but such resignation shall be effective only when written notice thereof has been given to the corporation, the secretary of state, and the recorder of mortgages of the parish in which the registered office is located. If the registered agent resigns, or if for any other reason the corporation ceases to maintain a registered agent, a successor agent shall be appointed by the board of directors within thirty days after the resignation or other event which terminated the tenure of the former agent. The full name and municipal street address of the successor agent shall be certified in writing signed in the name of the corporation by an officer of the corporation, and shall be filed with the secretary of state and the recorder of mortgages. Upon compliance with the foregoing provisions, including the requirement of a notarized affidavit of acceptance, the successor agent shall be vested with the powers of the agent succeeded.

D. The secretary of state and each recorder of mortgages shall keep in their respective offices, for public inspection, a permanent record of registered offices and agents, showing all changes therein and the date of each change.

E. In addition to the procedures contained in Subsections B and C of this Section, a corporation may change the name of its registered agent or the location of its registered office by including such change in the annual report required by R.S. 12:205.1. When a change in address or location is made pursuant to this Subsection, the corporation shall cause notice of such change to be recorded in the office of the recorder of mortgages of the parish in which the new registered office is located, as well as in the office of the recorder of mortgages of the parish from which the registered office was changed.

F. The secretary of state may prescribe and furnish forms for filing the notice of change and agent resignation.

History: Acts 1968, No. 105, §1; Amended by Acts 1987, No. 769, §1; Acts 1988, No. 99, §1; Acts 1991, No. 333, §1; Acts 2001, No. 1187, §1; Acts 2017, No. 367, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:237 Amendment of articles generally

A. A corporation may amend its articles in compliance with any method stipulated in its articles.

B. If the articles do not stipulate a method of amendment, or do not stipulate in detail the procedure for amendment thereof, an amendment altering the articles may be adopted by two-thirds in interest of the voting members present, at any annual or special meeting of members the notice of which set forth the proposed amendment or a summary of the changes to be made thereby. For purposes of this Subsection, a majority of the members shall constitute a quorum and a quorum must be present at the meeting at which the amendment to the articles is to be considered. The notice of such meeting must be transmitted to the members not less than thirty days prior to the meeting.

C. If an amendment would adversely affect the rights of the members of any class or series, then in addition to the vote required by Subsection B of this Section, the members of each class or series 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 members of such class or series are entitled to vote; and the vote of two-thirds in interest (or such larger or smaller proportion, not less than a majority in interest, as the articles may require) of the members of each class or series so affected by the amendment, present or represented at the meeting, shall be necessary to the adoption thereof. Except as otherwise provided in the articles, the rights of a member shall not be considered adversely affected unless the amendment (otherwise than as permitted by the articles) (a) alters or abolishes any of his preferential rights, (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 or membership, or (e) excludes or limits his right as a member to vote on a matter, except as such right may be limited by voting rights given to new shares then being authorized of an existing or new class, or to members of a 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 members 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. A corporation, whether or not the articles stipulate a method of amendment, may utilize the procedure established in this subsection if it has been unable to amend its articles either because sufficient voting members are not available to comply with the method of amendment stipulated in its articles, or because two-thirds of the voting members, as required by Subsection B of this Section, are not available for a meeting for this purpose. The amendment may include ratification of amendments previously attempted, and ratification of acts done pursuant thereto, but no amendment adopted pursuant to this Subsection may impair rights, privileges, or tenure of corporate existence.

(1) The board of directors or the de facto governing board may call a special meeting of the members to amend the articles. If twenty percent in interest of the voting members petition for a meeting to amend the articles, the board of directors or de facto governing body shall call a meeting for this purpose.

(2) When a meeting to amend the articles is called, the members shall be given thirty days' written notice thereof. This notice shall describe the amendments proposed and may be mailed to the members at their last addresses on the records of the corporation. Notice of the meeting shall be given also by advertisement, within thirty days before the meeting, in a daily paper published in the parish in which the corporation is domiciled, if there is such a paper. If no daily paper is published in the parish, notice shall be given by posting the same for thirty days in the principal meeting place of the corporation, if it has such a meeting place, or at the parish courthouse door otherwise.

(3) At the meeting, the articles may be amended by vote of two-thirds in interest of the voting members present.

F. In lieu of the procedures for amendment of articles of incorporation hereinabove provided in this Section, corporations organized or operating under this Chapter for religious purposes only may amend their articles at a meeting of members of which thirty days' written notice has been given to all of the members at their last addresses on the records of the corporation. This notice shall contain a fair summary of the proposed amendment and shall designate the place and time of the meeting. At the meeting, the articles may be amended by vote of two-thirds of the voting members present.

G. No amendment shall be made by any method which changes the corporation from one which is not permitted to distribute its net assets to its members on dissolution to one which is permitted to distribute its net assets to its members on dissolution.

H. Notwithstanding any other provision of this Section or Chapter to the contrary, the members of a corporation present at any meeting for which notice is given pursuant to R.S. 12:230(C) and at which a quorum is established pursuant to R.S. 12:231(3) shall have full authority to amend the articles of the corporation and transact any business of the corporation, including authorizing and initiating a dissolution of the corporation pursuant to R.S. 12:249 through 250.1.

History: Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §17, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1989, No. 163, §1; Acts 1995, No. 465, §1.

§ 12:237.1 Amendment of articles; special provision

A. Notwithstanding any provision in this Section or in the articles of incorporation to the contrary (except as provided in Subsection B of this Section), the articles of incorporation of each corporation that is a private foundation described in Section 509 of the Internal Revenue Code of 19541 shall be deemed to contain the following provisions: The corporation shall make distributions at such time and in such manner as not to subject it to tax under Section 4942 of the Code;2 the corporation shall not engage in any act of self-dealing that would subject it to tax under Section 4941 of the Code;3 the corporation shall not retain any excess business holdings that would subject it to tax under Section 4943 of the Code;4 the corporation shall not make any investments that would subject it to tax under Section 4944 of the Code;5 and the corporation shall not make any taxable expenditures that would subject it to tax under Section 4945 of the Code.6 With respect to any such corporation organized prior to January 1, 1970, this Subsection shall apply only for its taxable years beginning on or after January 1, 1972.

B. The articles of incorporation of any corporation described in Subsection A of this Section may be amended to expressly exclude the application of Subsection A of this Section, and in the event of such amendment, Subsection A of this Section shall not apply to such corporation.

C. All references in this Section to the "Code" are to the Internal Revenue Code of 1954, and all references in this Section to specific sections of the Code include corresponding provisions of any subsequent federal tax laws.

126 U.S.C.A. (I.R.C.1954) §509.

226 U.S.C.A. (I.R.C.1954) §4942.

326 U.S.C.A. (I.R.C.1954) §4941.

426 U.S.C.A. (I.R.C.1954) §4943.

526 U.S.C.A. (I.R.C.1954) §4944.

626 U.S.C.A. (I.R.C.1954) §4945.

History: Added by Acts 1971, No. 154, §2.

§ 12:238 Articles of amendment; contents; filing

A. After an amendment has been duly adopted, as provided in R.S. 12:237, articles of amendment setting forth the amendment, the date and manner of adoption thereof, and the number of votes cast for and against the amendment by members of each class or series, and containing such recitals as may be required by R.S. 12:240, shall be executed in the corporation's name by an officer of the corporation. The articles of amendment shall be acknowledged by the officer who signed them, or may instead be in the form of an authentic act.

B. The articles of amendment shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the amendment. Articles of amendment may be delivered to the secretary of state 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. When all fees and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office, and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing with the secretary of state, except that, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of such acknowledgment or execution.

C. A multiple original of the articles of amendment, or a copy certified by the Secretary of State, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

History: Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:239 Special amendment provisions

A. The articles shall be deemed amended to increase the authorized number of shares of the class involved, as required to permit issuance of shares, to the extent not available in the corporation's treasury, issuable pursuant to subscription rights, warrants, options or conversion privileges, grant or issuance of which was approved by such vote of the members as would have been required to amend the articles to effect such increase.

B. If the articles provide that any shares purchased by the corporation and cancelled may not be reissued, the articles shall, upon cancellation of such shares, be deemed amended to reduce the authorized capital stock by the number of shares so cancelled.

C. A merger agreement which complies with the provisions of R.S. 12:243(1) may prescribe changes to be effected by the merger in the articles of the surviving business corporation.

D. In case of an amendment pursuant to Subsection A or B of this Section, appropriate articles of amendment, reciting the relevant facts and that the articles have been amended as provided in this section, shall forthwith be executed, acknowledged and filed by the proper officers of the corporation in the manner provided in R.S. 12:238 and 240, but omission to file such articles of amendment shall not derogate from the effectiveness of the amendment.

History: Acts 1968, No. 105, §1.

§ 12:239.1 Certificate of correction

A. Whenever a document filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction which shall be executed, acknowledged, filed, and recorded in accordance with this Section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. The secretary of state may prescribe and furnish forms for filing the certificate of correction.

B.(1) The certificate of correction shall be executed in the name of the corporation by an officer of the corporation.

(2) When the corporation has no officers, directors, or shareholders, each incorporator or his agent shall sign the certificate of correction, and the certificate shall recite that the corporation has no officers, directors, or shareholders.

(3) The certificate of correction shall be acknowledged by the officer who signed it or may be in the form of an authentic act.

C.(1) The certificate of correction shall be filed with the secretary of state. After all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate of correction in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him.

(2) The certificate of correction shall be effective as of the date the original instrument is filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the corrected certificate shall be effective from the filing date.

D. A multiple original of the certificate of correction, or a copy certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

E. All certificates of correction filed prior to the effective date of this Section are hereby validated.

History: Acts 1984, No. 424, §1, eff. July 6, 1984; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:240 Reclassification of stock

A. In case of a reclassification of stock, the articles of amendment shall state:

(1) The number of shares that have a par value and the par value thereof, and the number of shares that have no par value;

(2) If the shares are divided into classes, a description of the classes, a statement of the number of shares in each class, the designation of each class, and a statement of the preferences, limitations and relative rights of the shares of each class; and

(3) If shares are divided into series, the designation of each series and a statement of the variations in the relative rights and preferences.

B. Following a reclassification of stock, the aggregate allocated value of the issued shares shall not exceed stated capital.

History: Acts 1968, No. 105, §1.

§ 12:241 Restatement of articles

A. On authorization of the board of directors, a corporation may execute and file restated articles. Such restated articles shall contain the entire text of the original articles as amended by all amendments thereto, except that names and addresses of incorporators and directors may be omitted; may contain new amendments adopted by a method prescribed in R.S. 12:237 or 239; and shall recite:

(1) That the restatement accurately copies the articles and all amendments thereto in effect at the date of the restatement, without substantive change except as made by any new amendment or amendments contained in the restatement, and indicate any such changes.

(2) That each amendment has been effected in conformity with law.

(3) The date of incorporation and the date of the restatement.

(4) Such other information as may be required by R.S. 12:237, 239 and 240, if the restatement contains any new amendment.

B. The secretary of state may prescribe and furnish forms for filing the restated articles.

C. The restated articles shall be executed, filed and recorded in the manner provided for articles of amendment in R.S. 12:238, and shall be effective, when recorded by the secretary of state, as of the date and, if endorsed on the restated articles, the hour of filing with him.

D. Upon effectiveness of the restated articles, the original articles and all amendments thereto shall be superseded, and the restated articles shall be deemed to be the articles of incorporation of the corporation.

History: Acts 1968, No. 105, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:242 Authorization for mergers and consolidations

A. Subject to the provisions of subsection B of this section any two or more nonprofit corporations, and any one or more nonprofit corporations and any one or more business and foreign corporations, may (subject to authorization thereto by the laws under which the foreign corporation or corporations were formed) be:

(1) Merged into one of the nonprofit, business or foreign corporations, or

(2) Consolidated into a new corporation to be formed under this Chapter, under Chapter 1 of this Title, or under the laws under which one of the foreign corporations was formed.

B. For all purposes of this Part, the term "foreign corporation" shall include any association of the kind commonly known as joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory authority or otherwise; the term "shareholder" or "member" shall include members of such an association, trust or enterprise and holders of shares therein; the term "shares" shall include shares of stock or other financial or beneficial interests in such an association, trust or enterprise; and the term "laws under which any foreign corporation or corporations involved were formed" shall include the agreement under which any such association, trust or enterprise was formed.

C. A corporation which is not permitted to distribute its net assets to its members upon dissolution may be merged with or consolidated into only another such corporation.

History: Acts 1968, No. 105, §1.

§ 12:243 Merger or consolidation procedure

Merger or consolidation may be effected only as a result of a joint agreement entered into, approved and filed as follows:

(1) The board of directors of each of the nonprofit, business and foreign corporations which desire to merge or consolidate may enter into a joint agreement signed by a majority of the directors of each, prescribing the terms and conditions of merger or consolidation and the mode of carrying the same into effect, and containing such other provisions as are deemed necessary. If the surviving corporation is a nonprofit corporation and the merger agreement prescribes changes to be effected by the merger in its articles, the agreement shall comply with the requirements of R.S. 12:240(A) to the extent applicable.

(2) The agreement must be approved by the shareholders or members of any foreign corporation or corporations involved, in the manner provided by the laws under which they were formed, and by the shareholders of any business corporation or corporations involved, in the manner provided in Chapter 1 of this Title.

(3) The agreement shall be submitted to the members of each of the merging or consolidating nonprofit corporations at an annual or special meeting. Written notice shall be given by each such corporation to each member entitled to vote at the meeting, in the manner provided in R.S. 12:230(A). A copy or a summary of the agreement shall be included in, or enclosed with, such notice, and if the corporation has no nonshareholding members, the notice shall include the statement: "Dissenting shareholders who comply with the procedural requirements of the Nonprofit Corporation Law of Louisiana will be entitled to receive payment of the fair cash value of their shares if the merger or consolidation is effected upon approval by less than two-thirds of the corporation's total voting power." The agreement must be approved by the members of each nonprofit corporation by vote of at least two-thirds in interest (or such smaller proportion, not less than a majority, as the articles may provide) of the voting members present. In addition, if the agreement is a merger agreement, and expressly prescribes a change in the articles of the surviving nonprofit corporation which, if contained in a proposed amendment to such corporation's articles, would entitle any class or series of shares of such corporation to vote as a class thereon, the merger agreement must also be approved by such affirmative vote of the holders of the shares of such class or series as would be required for the adoption of such an amendment to the articles.

(4) The fact that the agreement has been approved by the shareholders or members of each party thereto as hereinabove provided shall be certified on the agreement by the respective secretaries or assistant secretaries, and the agreement, so approved and certified, shall be signed and acknowledged by the president or vice-president of each of the corporate parties thereto.

(5) The shareholders or members of each nonprofit, business and foreign corporation shall have the right, exercisable by the vote required for approval of the agreement, to propose amendments to the agreement, and if such amendments be concurred in by the shareholders and members of all of the other nonprofit, business and foreign corporations, in each case by the vote required for approval of the agreement, the agreement so amended, when certified, signed and acknowledged as provided in this section, shall be considered the merger or consolidation agreement.

(6)(a) The secretary of state may prescribe and furnish forms for filing the merger agreement. The agreement, so adopted, certified and acknowledged, shall be filed with the secretary of state, who, after all incorporation taxes, fees and charges have been paid as required by law, shall record the same in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of merger or consolidation which shall recite the names of all of the merging and consolidating corporations, the name of the state or country under the laws of which each was formed, whether a merger or consolidation is involved, the name of the surviving or consolidated corporation, the name of the state or country under the laws of which the consolidated corporation is formed, the date and, if endorsed on the agreement, the hour of filing of the agreement with him, and the effective time of the merger or consolidation, if stated in the agreement.

(b) The agreement 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. A duplicate original of the certificate of merger or consolidation, issued by the secretary of state, shall, within thirty days after issuance of the certificate, be filed for record in the office of the recorder of mortgages in each parish in this state in which any of the corporate parties to the agreement has its registered office, and in the conveyance records of each parish in this state in which any of the corporate parties to the agreement has immovable property, title to which will be transferred as a result of the merger or consolidation.

(7)(a) If a nonprofit, business or foreign corporation owns at least ninety percent of the outstanding shares of each class of one or more nonprofit, business or foreign corporations, none of the subsidiary nonprofit corporations has any nonshareholding members, and the laws under which each foreign corporation involved was formed permit merger by the procedure prescribed in this Subsection, the parent may:

(i) Merge into itself one or more subsidiaries by delivering to the secretary of state, who shall record it after all fees and charges have been paid as required by law, a certificate, signed and acknowledged by its president or a vice-president and its secretary or an assistant secretary, setting forth a copy of the resolution of its board of directors effecting such merger and the date of adoption thereof, or

(ii) Merge itself, or itself and one or more of such subsidiaries, into one of such subsidiaries, by filing with the secretary of state, who shall record it after all fees and charges have been paid as required by law, a certificate, signed and acknowledged by its president or a vice-president, and its secretary or an assistant secretary, setting forth a copy of a resolution of its board of directors effecting such merger and the date of adoption thereof, and stating if the parent is a nonprofit corporation, that the resolution has been approved by the parent's members in the manner and by the vote prescribed in Subsection C of this Section for approval of merger or consolidation agreements.

(b) If the parent owns less than all of the outstanding shares of any subsidiary merged into itself, the resolution of the board of directors shall also state the terms and conditions of the merger, including the shares, secured or unsecured obligations, cash or other consideration to be delivered to the other shareholders of such subsidiary. If the parent is merged into a subsidiary, the resolution of the board of directors shall also state the shares, secured or unsecured obligations, cash or other consideration to be delivered to the shareholders or members of the parent and any merged subsidiaries.

(c) A duplicate original of the certificate, issued by the secretary of state, shall be filed for record with the recorder of mortgages of each parish in this state in which each nonprofit corporation involved has its registered office, and with the recorder of conveyances of each parish in this state in which any nonprofit, business or foreign corporation involved owns immovable property, title to which will be transferred as a result of the merger. A copy of the certificate shall, within twenty days after filing thereof with the secretary of state, be mailed to each minority shareholder of each subsidiary involved in the merger, at his last known address.

(d) If the surviving corporation is a nonprofit corporation, its name may be changed, effective upon effectiveness of the merger, by inclusion of a provision to that effect in the resolution of the parent corporation's board of directors.

(e) The secretary of state may prescribe and furnish forms for filing the certificate of merger.

(8)(a) Notwithstanding approval by the members, and at any time prior to the effectiveness of the merger or consolidation, the merger or consolidation may be abandoned pursuant to a provision for such abandonment, if any, contained in the agreement of merger or consolidation.

(b) The secretary of state may prescribe and furnish forms for abandoning the merger or consolidation.

(9) An agreement of merger or consolidation or a certificate of merger may provide that any consideration to be delivered to shareholders or members of any party to the merger or consolidation may consist of shares or secured or unsecured obligations of any business, nonprofit or foreign corporation, whether or not a party to the consolidation or merger, or cash or other consideration.

History: Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §§18, 19, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1988, No. 101, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:244 Consolidation; articles of incorporation

A. If the joint agreement is for a consolidation into a new corporation to be formed under this Chapter, articles for the new corporation shall be prepared in the manner and form prescribed in R.S. 12:203, except that:

(1) The nonprofit, business and foreign corporations consolidating shall be named as the incorporators of the new corporation;

(2) The articles shall be signed by the president or vice-president and secretary or assistant secretary of each of said corporations, and the articles shall be acknowledged by the officers so signing the articles;

(3) The articles shall also state the manner of converting the shares or memberships of each of the consolidating nonprofit, business and foreign corporations into shares, memberships or obligations of the new corporation.

B. The articles shall be filed and recorded, and a certificate of incorporation issued, as provided in R.S. 12:205.

History: Acts 1968, No. 105, §1.

§ 12:245 When merger or consolidation effective

A. A merger shall be effective when the joint agreement or certificate has been recorded by the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement or certificate with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement or certificate.

B. A consolidation shall be effective, when the joint agreement and the articles have been recorded in the office of the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement and articles with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement.

History: Acts 1968, No. 105, §1.

§ 12:246 Effect of merger or consolidation

Upon the effectiveness of the merger or consolidation, the effect thereof shall be that:

A. The several parties to the joint agreement shall be one nonprofit, business or foreign corporation, which shall be

(1) In the case of merger, that one of the constituent nonprofit, business or foreign corporations into which it has been agreed that the others shall be merged, and which shall survive the merger for that purpose, or

(2) In the case of consolidation, the new nonprofit, business or foreign corporation into which it has been agreed that the others shall be consolidated.

B. The separate existence of the constituent nonprofit, business and foreign corporations shall cease, except that of the surviving nonprofit, business or foreign corporation in the case of merger.

C. The surviving or new nonprofit, business or foreign corporation shall possess all the rights, privileges and franchises possessed by each of the former nonprofit, business and foreign corporations so merged or consolidated, except that a surviving or new nonprofit corporation shall not thereby acquire authority to engage in any business or exercise any right, or to engage in or to exercise any function or object for which a corporation may not be formed under this Chapter.

D. All of the property and assets of whatsoever kind or description of each of the constituent nonprofit, business or foreign corporations, all donations and grants in trust or otherwise to them, and all debts due on whatever account to any of them, including subscriptions for shares and other choses in action belonging to any of them, shall be taken and be deemed to be transferred to, and vested in, the surviving or new nonprofit, business or foreign corporation without further act or deed.

E. The surviving or new nonprofit, business or foreign corporation shall be responsible for all of the liabilities and obligations of each of the nonprofit, business and foreign corporations merged or consolidated, in the same manner as if such surviving or new corporation had itself incurred such liabilities or obligations; but the liabilities of such constituent corporations or of their members, shareholders, directors or officers shall not be affected, nor shall the rights of the creditors thereof, or of any person dealing with such corporations, be impaired by such merger or consolidation; and any claim existing, or action or proceeding pending, by or against any of such constituent corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or the surviving or new corporation may be proceeded against, or substituted, in place of such constituent corporation.

F. In the case of a merger, the articles of the surviving nonprofit corporation shall be deemed amended to the extent of any changes therein stated in the merger agreement.

G. Any personal liability of members of any joint-stock or other unincorporated association shall remain personal to such members and shall not become the liability of any subsequent transferee of shares, or of any other member, of the surviving or new nonprofit corporation.

History: Acts 1968, No. 105, §1.

§ 12:247 Voluntary transfer of assets

A. A voluntary sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation, including its good will, franchise or other rights, may be authorized by it, in the manner prescribed in this section, upon such terms and conditions as it deems expedient, including an exchange for shares or obligations of another nonprofit, business or foreign corporation.

B. If the corporation is not insolvent, such authorization may be given only by the members, by vote of two-thirds (or such lesser proportion, not less than a majority, as the articles may provide) in interest of the voting members present. The notice of the meeting of members at which such authorization is considered shall state such consideration as a purpose of the meeting, and if the corporation has no non-shareholding members, the notice shall also contain, if applicable, the following statement: "Dissenting shareholders who comply with the procedural requirements of the Nonprofit Corporation Law of Louisiana will be entitled to receive payment of the fair cash value of their shares if the transaction to be considered is effected upon approval by less than two-thirds of the corporation's total voting power." If the corporation is insolvent, such authorization may be given by vote of two-thirds of the entire board of directors, approved by the voting members as required by R.S. 12:207(D) if immovable property is involved.

C. After such authorization or approval by a vote of members, the board of directors may nevertheless, in its discretion, abandon such sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without action or approval by the members.

D. This section shall not be construed to authorize a conveyance or exchange of assets in fraud of corporate creditors or minority members, or members without voting rights, or in violation of the Bulk Sales Law.

E. Nothing in this section is intended to restrict the power of any corporation, without authorization or approval thereof by the members, to sell, lease, exchange or otherwise dispose of any of its movable property if the entire corporate business is not ended thereby, or if some portion of the proceeds of such property are appropriated to the conduct or development of its remaining activities.

F. An action or suit to enjoin or set aside a conveyance by a corporation, on the ground that there has not been compliance with the provisions of this section relating to the sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation, must be brought within ninety days after the corporate action purporting to authorize such disposition was taken, and this time limit shall not be subject to suspension on any ground, or to interruption on any ground other than timely suit.

G. This section does not apply to mortgages, pledges or other security transactions, which may be authorized by action of the board of directors taken as provided in R.S. 12:224 whether the corporation is solvent or insolvent and whether or not all or substantially all of the assets of the corporation are affected thereby.

History: Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §§20, 21, emerg. eff. June 18, 1970, at 5:05 P.M.

§ 12:247.1 Change of jurisdiction of incorporation

A. Any nonprofit corporation may change its state of incorporation from this state to, and any foreign nonprofit corporation may change its jurisdiction of incorporation to this state from, any other jurisdiction the laws of which authorize such a change.

B.(1) Such a change may be made by a Louisiana nonprofit corporation only pursuant to authorization thereof by a majority of the voting power present, or by such larger vote as the articles may require, at an annual or special meeting of the members or shareholders, the notice of which sets forth consideration of such action as a purpose of the meeting.

(2) There shall be filed with the secretary of state a certificate as to such authorization by the members or shareholders, signed by an officer of the corporation and acknowledged by the officer who signed it. The secretary of state may prescribe and furnish forms for the certificate. The certificate may be delivered to the secretary of state 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.

(3) When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate in his office, endorse thereon the date and, if requested, the hour of the filing thereof with him, and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to such other jurisdiction.

(4) A multiple original of the certificate issued by the secretary of state, or a copy certified by the secretary of state, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.

(5) The corporation shall be deemed, when compliance has been had with the applicable requirements of the laws of such other jurisdiction, to be incorporated solely under the laws of such other jurisdiction and no longer under the laws of this state.

(6) Officially certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of such other jurisdiction shall be filed with the secretary of state and in the office of the recorder of mortgages of the parish in which the registered office of the corporation was last located.

C.(1) Such a change may be made by a foreign nonprofit corporation by filing with the secretary of state:

(a) A copy of its original or restated articles or certificate of incorporation and all amendments thereto subsequent to the latest restatement, which articles or certificate as amended or restated shall comply in substance with the provisions of R.S. 12:202 through 204.

(b) An application for incorporation under this Chapter, signed by an officer of the corporation and acknowledged by the officer who signed it, setting forth the jurisdiction under the laws of which it is incorporated and the number of issued shares of each class of its authorized stock, if any, or its number of members. The secretary of state may prescribe and furnish forms for the application of incorporation.

(c) A certificate by the secretary of state or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of such jurisdiction to become a nonprofit corporation incorporated under the laws of this state.

(2) These documents may be delivered to the secretary of state 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. When all taxes, fees, and charges have been paid as required by law, the secretary of state shall record such documents in his office, endorse on each the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation to the corporation under the laws of this state, which shall show the date and, if endorsed on such documents, the hour of filing of such documents with him.

(3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state, except that in any proceeding brought by the state pursuant to R.S. 12:262, the certificate of incorporation shall be only prima facie evidence of due incorporation.

(4) Effective as of the time of filing such documents with the secretary of state, the corporation shall be deemed to be incorporated solely under the laws of this state and no longer under the laws of such other jurisdiction.

(5) Multiple originals, or copies certified by the secretary of state, of such documents filed with the secretary of state, with a copy of the certificate of incorporation, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located. A copy of the certificate of incorporation, certified by the secretary of state, shall be filed as required by the laws of such other jurisdiction.

History: Acts 1993, No. 680, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:248 Rights of a shareholder dissenting from certain corporate actions

A. Except as provided in Subsection B of this Section, if a corporation having only shareholding members has, by vote of its shareholders, authorized a sale, lease, or exchange of all of its assets, or has, in accordance with the provisions of R.S. 12:243, become a party to a merger or consolidation, then, unless such authorization or action shall have been given or approved by at least two-thirds of the total voting power, a shareholder who voted against such corporate action shall have the right to dissent. If a corporation has become a party to a merger pursuant to R.S. 12:243(7), the shareholders of any subsidiary corporations party to the merger shall have the right to dissent without regard to the proportion of the voting power which approved the merger.

B. The right to dissent provided by this Section shall not exist in the case of:

(1) Shareholders of a parent merged with one or more subsidiaries pursuant to R.S. 12:243(7).

(2) A sale pursuant to an order of a court having jurisdiction in the premises.

(3) A sale for cash on terms requiring distribution of all or substantially all of the net proceeds to the shareholders in accordance with their respective interests within one year after the date of the sale.

C. Except as provided in the last sentence of this Subsection, any shareholder electing to exercise such right of dissent shall file with the corporation, prior to, or at, the meeting of shareholders at which such proposed corporate action is submitted to a vote, a written objection to such proposed corporate action and shall vote his shares against such action. If such proposed corporate action be taken by the required vote, but by less than two-thirds of the total voting power, and the merger, consolidation, or sale, lease, or exchange of assets authorized thereby be effected, the corporation shall promptly thereafter give written notice thereof, by registered mail, to each shareholder who filed such written objection to, and voted his shares against, such action, at such shareholder's last address on the corporation's records. Each such shareholder may, within twenty days after the mailing of such notice to him, but not thereafter, file with the corporation a demand in writing for the fair cash value of his shares as of the day before such vote was taken; provided that he state in such demand the value demanded, and a post office address to which the reply of the corporation may be sent, and at the same time deposit in escrow in a chartered bank or trust company located in the parish of the registered office of the corporation, the certificates representing his shares, duly endorsed and transferred to the corporation upon the sole condition that said certificates shall be delivered to the corporation upon payment of the value of the shares determined in accordance with the provisions of this Section. With his demand, the shareholder shall deliver to the corporation the written acknowledgment of such bank or trust company that it so holds his certificates of stock. Unless the objection, demand, and acknowledgment aforesaid be made and delivered by the shareholder within the period above limited, he shall conclusively be presumed to have acquiesced in the corporate action proposed or taken. In the case of a merger pursuant to R.S. 12:243(7), the dissenting shareholder need not file an objection with the corporation nor vote against the merger, but need only file with the corporation, within twenty days after a copy of the merger certificate was mailed to him, a demand in writing for the cash value of his shares as of the day before the certificate was filed with the secretary of state, state in such demand the value demanded and a post office address to which the corporation's reply may be sent, deposit the certificates representing his shares in escrow as hereinabove provided, and deliver to the corporation with his demand the acknowledgment of the escrow bank or trust company as hereinabove prescribed.

D. If the corporation does not agree to the value so stated and demanded, or does not agree that a payment is due, it shall, within twenty days after receipt of such demand and acknowledgment, notify in writing the shareholder, at the designated post office address, of its disagreement, and shall state in such notice the value it will agree to pay if any payment should be held to be due; otherwise it shall be liable for, and shall pay to the dissatisfied shareholder, the value demanded by him for his shares.

E. In case of disagreement as to such fair cash value, or as to whether any payment is due, after compliance by the parties with the provisions of Subsections C and D of this Section, the dissatisfied shareholder, within sixty days after receipt of notice in writing of the corporation's disagreement, but not thereafter, may file suit against the corporation, or the merged or consolidated corporation, as the case may be, in the district court of the parish in which the corporation or the merged or consolidated corporation, as the case may be, has its registered office, praying the court to fix and decree the fair cash value of the dissatisfied shareholder's shares as of the day before such corporate action complained of was taken, and the court shall, on such evidence as may be adduced in relation thereto, determine summarily whether any payment is due, and, if so, such cash value, and render judgment accordingly. Any shareholder entitled to file such suit may, within such sixty-day period but not thereafter, intervene as a plaintiff in such suit filed by another shareholder, and recover therein judgment against the corporation for the fair cash value of his shares. No order or decree shall be made by the court staying the proposed corporate action, and any such corporate action may be carried to completion notwithstanding any such suit. Failure of the shareholder to bring suit, or to intervene in such a suit, within sixty days after receipt of notice of disagreement by the corporation shall conclusively bind the shareholder (1) by the corporation's statement that no payment is due, or (2) if the corporation does not contend that no payment is due, to accept the value of his shares as fixed by the corporation in its notice of disagreement.

F. When the fair value of the shares has been agreed upon between the shareholder and the corporation, or when the corporation has become liable for the value demanded by the shareholder because of failure to give notice of disagreement and of the value it will pay, or when the shareholder has become bound to accept the value the corporation agrees is due because of his failure to bring suit within sixty days after receipt of notice of the corporation's disagreement, the action of the shareholder to recover such value must be brought within five years from the date the value was agreed upon, or the liability of the corporation became fixed.

G. If the corporation or the merged or consolidated corporation, as the case may be, shall, in its notice of disagreement, have offered to pay to the dissatisfied shareholder on demand an amount in cash deemed by it to be the fair cash value of his shares, and if, on the institution of a suit by the dissatisfied shareholder claiming an amount in excess of the amount so offered, the corporation, or the merged or consolidated corporation, as the case may be, shall deposit in the registry of the court, there to remain until the final determination of the cause, the amount so offered, then, if the amount finally awarded such shareholder, exclusive of interest and costs, be more than the amount offered and deposited as aforesaid, the costs of the proceeding shall be taxed against the corporation, or the merged or consolidated corporation, as the case may be; otherwise the costs of the proceeding shall be taxed against such shareholders.

H. Upon filing a demand for the value of his shares, the shareholder shall cease to have any of the rights of a shareholder except the rights accorded by this Section. Such a demand may be withdrawn by the shareholder at any time before the corporation gives notice of disagreement, as provided in Subsection D of this Section. After such notice of disagreement is given, withdrawal of a notice of election shall require the written consent of the corporation. If a notice of election is withdrawn, or the proposed corporate action is abandoned or rescinded, or a court shall determine that the shareholder is not entitled to receive payment for his shares, or the shareholder shall otherwise lose his dissenter's rights, he shall not have the right to receive payment for his shares, his share certificates shall be returned to him (and, on his request, new certificates shall be issued to him in exchange for the old ones endorsed to the corporation), and he shall be reinstated to all his rights as a shareholder as of the filing of his demand for value, including any intervening preemptive rights, and the right to payment of any intervening dividend or other distribution, or, if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the corporation, the fair value thereof in cash as determined by the board as of the time of such expiration or completion, but without prejudice otherwise to any corporate proceedings that may have been taken in the interim.

History: Acts 1968, No. 105, §1.

§ 12:249 Dissolution voluntary or involuntary, out of court or under judicial supervision; effect of proceeding for dissolution

A. A corporation may be dissolved and liquidated either voluntarily or involuntarily. If the proceedings are voluntary, they may be conducted either out of court or subject to supervision by the court. If the proceedings are involuntary, they shall be subject to supervision by the court.

B. If the corporation to be dissolved is a corporation other than a religious or charitable corporation or a corporation for the execution of a trust, the net assets may be distributed to the members as their respective interests appear on the books of the corporation. If the corporation is a religious or charitable corporation or a corporation for the execution of a trust, the net assets shall be transferred to a public or private corporation, association or agency having similar purposes, unless the original articles of the corporation, as initially filed with the secretary of state, expressly authorize some other disposition of its net assets upon dissolution.

C. A proceeding for dissolution takes effect:

(1) When the appointment of a liquidator appointed by the members becomes operative as provided in R.S. 12:250(C), if the proceeding, when commenced, is not subject to supervision by the court; or

(2) When the court has appointed, pursuant to R.S. 12:250(E) or 251(E), a judicial liquidator or a temporary liquidator, if the proceeding, when commenced, is subject to the supervision of the court.

D. When the proceeding takes effect, all the rights, powers and duties of the officers and board of directors, except as otherwise provided by law, shall be vested in the liquidator appointed by the members or the court, as the case may be, and the authority and duties of the officers and directors of the corporation shall cease, except insofar as may be necessary, in the opinion of the liquidator, to preserve the corporate assets, or insofar as they may be continued by the liquidator, or as may be necessary for termination of the proceeding for dissolution.

History: Acts 1968, No. 105, §1.

§ 12:250 Voluntary proceedings for dissolution; authorization; appointment of liquidators

A. A voluntary proceeding for dissolution may be commenced upon authorization by the members, or, if there are no members, by all of the incorporators. Such authorization by the members may be given only by two-thirds in interest of the voting members present, or by such larger vote (including the approval of members of other classes or series) as the articles may require, at an annual or special meeting the notice of which set forth consideration of the proposed dissolution as a purpose of the meeting.

B. If the corporation is not permitted to distribute its net assets to its members, the resolution authorizing dissolution must provide for the disposition of any net assets.

C. The members or incorporators authorizing the dissolution may authorize liquidation of the affairs of the corporation out of court, by appointment of one or more liquidators to conduct the liquidation, but the appointment shall not be operative until:

(1) Notice of authorization of the dissolution, stating that the corporation is to be liquidated out of court and giving the name and post office address of each liquidator, has been published at least once in a newspaper of general circulation in the parish in which the corporation's registered office is located, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication attached, has been filed with the secretary of state; and

(2) A certificate that the dissolution has been authorized in accordance with this Section, setting forth the manner of such authorization, has been signed by an officer of the corporation, acknowledged by the officer who signed it, and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him. The secretary of state may prescribe and furnish forms for the certificate.

D. A copy of the certificate to which reference is made in Paragraph (C)(2) of this Section, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation has its registered office.

E. If the members or incorporators do not authorize conduct of the liquidation out of court, the corporation shall file a petition with the court, praying that the corporation be liquidated and dissolved under the supervision of the court, whereupon the court shall appoint a liquidator or liquidators, upon such conditions as to bond and compensation as it may deem proper. Thereafter the liquidation proceedings shall be conducted under the supervision and orders of the court.

F. When a corporation is being liquidated out of court, the liquidator appointed by the members may at any stage of the proceeding apply to the court to have the proceeding conducted under its supervision. On application by members holding not less than twenty-five per cent of the total voting power, the court may in its discretion order the proceeding conducted under its supervision. Upon such application by the liquidator, or the entry of such order, the court shall confirm the appointment of the liquidator, and thereafter the proceeding shall continue as if originally instituted subject to the supervision of the court; but in such event the court shall require such bond of the liquidator as may have been required by the members, or upon the application of any creditor or of members holding not less than twenty-five per cent of the total voting power, the court may require the liquidator to furnish bond in such sum as the court may direct.

G. Nothing contained in this Section shall interfere with a compromise arrangement or reorganization pursuant to R.S. 12:260.

H. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution may be commenced upon authorization of a majority vote of members meeting and acting pursuant to R.S. 12:230(C), 231(3), and 237(H). The authorization for dissolution shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.

History: Acts 1968, No. 105, §1; Acts 1995, No. 465, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:250.1 Dissolution by affidavit

A.(1) In addition to all other methods of dissolution, if the corporation is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state executed by the shareholders or by the incorporator if no shares have been issued, attesting to such facts and requesting that the corporation be dissolved. Thereafter, the shareholders or the incorporator if no shares have been issued shall be personally liable for any debts or claims, if any, against the corporation in proportion to their ownership in the shares of the corporation.

(2) The secretary of state may prescribe and furnish forms for the affidavit.

B. The secretary of state shall reinstate a corporation which has been dissolved pursuant to this Section only upon receipt of a court order directing him to so reinstate the corporation.

C. Notwithstanding any other provision of this Chapter to the contrary, a voluntary proceeding for dissolution by affidavit pursuant to Subsection A of this Section may be commenced upon authorization of a majority vote of members meeting and acting pursuant to R.S. 12:230(C), 231(3), and 237(H). The authorization for dissolution by affidavit shall then proceed pursuant to the subsequent procedural steps provided for in this Section which are not in conflict herewith.

History: Acts 1984, No. 391, §1, eff. July 6, 1984; Acts 1989, No. 142, §1; Acts 1995, No. 465, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:251 Involuntary proceedings for dissolution; grounds; institution; appointment of liquidator

A. The court may entertain a proceeding for involuntary dissolution under its supervision when it is made to appear that:

(1) The corporate assets are insufficient to pay all just demands for which the corporation is liable, or to afford reasonable security to those who may deal with it; or

(2) The objects of the corporation have wholly failed, or are entirely abandoned, or their accomplishment is impracticable; or

(3) It is beneficial to the interests of the members that the corporation should be liquidated and dissolved; or

(4) The directors are deadlocked in the management of the corporate affairs, and the members are unable to break the deadlock; or

(5) The members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or

(6) The corporation has been guilty of gross and persistent ultra vires acts; or

(7) Judgment has been entered annulling, vacating or forfeiting the corporation's articles and franchise in accordance with the provisions of R.S. 12:262; or

(8)(a) A receiver has been appointed to take charge of the corporation's property, and either (b) there is no reasonable prospect of return of control of the corporation to its members within a reasonable time or (c) the corporation is operating at a loss and there is no reasonable prospect of restoring it to profitable operation within a reasonable time.

B. An involuntary proceeding for dissolution may be instituted against a corporation by either a member; or a creditor whose claim has been reduced to judgment, on which execution has been issued and returned "nulla bona"; or a receiver appointed to take charge of the corporation's property.

C. If a corporation having only two shareholders, each of which owns half of the outstanding shares of each class, is engaged in the prosecution of a joint venture between the shareholders, either shareholder may, unless the articles expressly prohibit dissolution pursuant to this subsection, file a petition stating that it desires to discontinue such joint venture and to dispose of the assets used therein in accordance with a plan to be agreed upon by both shareholders. Such petition, to which shall be attached a copy of the proposed plan of discontinuance and distribution, shall be served on the corporation and on the other shareholder. Unless both shareholders file with the court (1) within three months of the date of last service of such petition, a certificate that they have agreed on such plan, or a modification thereof, and (2) within one year from the date of last service of such petition, a certificate that the distribution provided by such plan has been completed, the court may proceed with involuntary dissolution of such corporation.

D. The commencement of a proceeding for dissolution out of court shall not affect the right of any person to institute an involuntary proceeding for dissolution.

E. The court may, after trial, appoint a judicial liquidator, and may, ex parte pending trial, appoint a temporary liquidator whose authority shall cease upon appointment of a judicial liquidator, upon dismissal of the petition, or upon appointment of a receiver.

F. Unless the corporation's articles and franchise have been annulled, vacated or forfeited, the court may, on motion of any interested party at any stage of the proceeding, appoint a receiver to take charge of the corporation's property pursuant to R.S. 12:258, if the corporation is affected with the public interest, or if there is a reasonable prospect that a receiver could return control of the corporation to its shareholders as a going concern within a reasonable time.

History: Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §22, emerg. eff. June 18, 1970, at 5:05 P.M.

§ 12:252 Qualifications of liquidator; filling vacancies in the office of liquidator

A. A liquidator may, but need not, be a member, director or officer of the corporation. In no case shall a liquidator appointed by the court be (1) a relative, employer, employee, partner or other business associate of any judge, or of the spouse of any judge, of the court, or (2) a person who is, or within twelve months next preceding such appointment has been, with regard to the court, a district attorney, assistant district attorney, clerk of court, deputy clerk of court, sheriff, deputy sheriff, bailiff, crier, minute clerk, reporter, stenographer or other court attache or other employee.

B. Unless otherwise provided by the members or incorporators, a vacancy occurring by death, resignation or otherwise in the office of liquidator, when the proceeding is not subject to the supervision of the court, may be filled by the members or incorporators. At any meeting of members called for this purpose, those present or represented by proxy thereat shall constitute a quorum. In case of a proceeding under the supervision of the court, the vacancy shall be filled by the court.

History: Acts 1968, No. 105, §1.

§ 12:253 Dissolution proceedings out of court; procedure; powers of liquidator

A. Once dissolution has been authorized, all other actions of members in connection therewith, including, without limitation of the generality of this provision, determination whether the corporation is to be liquidated out of court, appointment of liquidators, and fixing the bond, compensation, duties and powers of, and prescribing the manner of filling vacancies among, the liquidators, may be taken by vote of a majority in interest of the voting members present.

B. If the liquidation is to be out of court, the members or incorporators authorizing the dissolution may, and if demanded by twenty-five per cent or more of the total voting power shall, require bond to be given by the liquidator for the faithful performance of his duties. The members or incorporators may also fix the compensation, if any, to be paid to the liquidator, prescribe the manner of filling any vacancy in the office of liquidator, and generally define and regulate the rights, duties and actions of the liquidator in the liquidation of the corporation.

C. Except as may otherwise be provided by the members or incorporators authorizing the dissolution, the liquidator shall be vested with full authority:

(1) To demand, collect, sue for and recover, in the name of the corporation, the debts and property of the corporation, and he may be sued in the same manner;

(2) To compromise, compound and settle claims of or against, and to grant acquittance for claims of, the corporation, on such terms and conditions as to the liquidator shall seem best;

(3) To sell and convey, either in whole or in part, at public or private sale, the property of the corporation, movable or immovable, on such terms and conditions as to the liquidator shall seem best, either for cash or for securities to be distributed to the shareholders;

(4) To make leases (including mineral leases) of the corporation's property for such terms and consideration and with such other provisions as to the liquidator shall seem best;

(5) To collect the whole, or so much as may be necessary and just, of any amounts remaining unpaid on subscriptions to shares;

(6) To continue temporarily the activities of the corporation, when it is necessary for the purpose of properly and economically liquidating the affairs of the corporation;

(7) To pay all debts and liabilities of the corporation according to their respective priorities;

(8) To open and close bank accounts;

(9) To vote shares of stock, and transfer securities;

(10) To retain counsel and auditors;

(11) To fix advance record dates, as provided in R.S. 12:234;

(12) To file federal, state and local tax and information returns;

(13) To make arrangements for separation of employees;

(14) To procure insurance of any kind;

(15) To examine on oath, to be administered by him, any person concerning any matter pertaining to or affecting the liquidation; and

(16) In general, to do any and all things which may be necessary, proper or convenient for the purpose of liquidating the corporation.

D. The liquidator shall have no power or right to have an inventory of the corporation's assets made by a notary public.

E. Any net assets remaining, after paying all debts and liabilities of the corporation, including all costs and expenses of the liquidation, shall be distributed by the liquidator either to the members according to their respective rights and preferences, if the corporation is permitted to distribute assets to its members, or otherwise, pursuant to the certificate or order of dissolution. The share of any member who cannot be found shall be delivered to the administrator of the Uniform Unclaimed Property Act of 1997.

F. In the performance of his duties, each liquidator shall be bound to exercise that care and prudence in the listing, custody, possession, control and disposition of the property and moneys of the corporation coming into his hands, and in the proper accounting therefor, and distribution thereof, as by law is imposed upon fiduciaries.

G. Nothing contained in this section shall be construed to interfere with a compromise, arrangement or reorganization pursuant to R.S. 12:260.

History: Acts 1968, No. 105, §1; Acts 2000, 1st Ex. Sess., No. 135, §3, eff. July 1, 2000.

§ 12:254 Dissolution proceedings under judicial supervision; procedure; powers of liquidator

A. Dissolution under supervision by the court is a summary proceeding.

B. Each judicial liquidator confirmed or appointed as provided in R.S. 12:250(E), 250(F) or 251(E), after giving such bond as the court may require for the faithful performance of his duties, shall proceed with the liquidation of the affairs of the corporation under the supervision of the court.

C. A judicial liquidator in dissolution proceedings shall have full authority to retain counsel and auditors, and to prosecute and defend actions; shall have authority to compromise, compound and settle claims by or against the corporation upon such terms as he deems best, subject to supervision by the court; and shall have such other powers as the court may in its discretion grant, which, without limiting the scope of the court's discretion, may include any or all powers enumerated in R.S. 12:253(C). A judicial liquidator shall have no power or right to have an inventory of the corporation's assets made by a notary public.

D. The court may enter such injunctive and other orders, ex parte or on such notice as the court may prescribe, as it may deem appropriate, except that the court shall not order or permit the making of an inventory of the corporation's assets by a notary public.

History: Acts 1968, No. 105, §1.

§ 12:255 Claims against corporation in liquidation; peremption

A. A corporation in liquidation may have the benefit of Subsections C, D, and E of this Section by following the procedure set forth in Subsection B of this Section.

B. After the proceeding for dissolution has taken effect, notice thereof shall be (1) given by registered or certified mail to all known creditors of, to all persons believed to have valid and subsisting claims (excluding prescribed and time-barred claims) against, and to all persons having unfulfilled contracts with, the corporation, and (2) published once a week for two successive weeks in a newspaper of general circulation in the parish in which the corporation's registered office is located. Such notice shall call on the addressees to present their claims in writing and in detail, at a specified place and by a specified date, not less than six months after the notice was mailed. The giving and publication of such notice shall not be deemed an acknowledgment of the validity of any claim against the corporation, waiver of any defense or setoff to any such claim, interruption of prescription on, or tolling of any statute of limitation applicable to, such claim, or revival of any claim which has been barred by any prescription, peremption, or statute of limitations.

C. If any addressee of such notice shall not present his claim or claims as prescribed in the notice, such of his claims as would be enforceable against the corporation except for the provisions of this Subsection shall, unless suit has been entered thereon in a court of competent jurisdiction before the final date prescribed for presentment thereof, be perpetually and peremptorily barred, except to the extent, if any, that the court may allow them against any remaining undistributed assets of the corporation on a finding that the claimant had some valid excuse for his failure so to present his claim.

D. All claims which would be enforceable by suit against the corporation except for the provisions of this Subsection, on which suit has not been filed in a court of competent jurisdiction before the expiration of three years after the proceeding for dissolution takes effect (or, if the notice prescribed in Subsection B of this Section was not given and publication thereof commenced within one month after the proceeding takes effect, before the expiration of three years after the giving or completion of publication of the notice, whichever is later), shall be barred perpetually and peremptorily.

E. The time limits provided in Subsections C and D of this Section shall not be subject to suspension on any ground, or to interruption except by timely presentation of the claim as to Subsection C of this Section or timely suit as to Subsection E of this Section.

F. The provisions of Subsections C and D of this Section shall not preclude the enforcement at any time, without regard to whether a claim has been presented or a suit filed timely as prescribed in said Subsections, of any valid and subsisting lien securing any claim against, or indebtedness of, the corporation.

History: Acts 1968, No. 105, §1.

§ 12:256 Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings

A. When a corporation has been liquidated completely:

(1) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the corporation to be dissolved.

(2) If the proceeding is out of court, the liquidator shall sign and acknowledge a certificate stating that the corporation has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for the certificate.

(3) If the corporation is not permitted to distribute its net assets to its members, the certificate or order shall state the disposition of any net assets. The certificate or order shall be in accordance with the provisions of the resolution or written consent of dissolution, if the dissolution proceedings are voluntary. If the dissolution proceedings are involuntary, the certificate or order shall comply with the order of court.

B. The order or the certificate of the liquidator shall be filed with the secretary of state, who, after all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law and evidenced by certificates of the secretary of the Department of Revenue and the administrator of Louisiana Employment Security Law, shall record the same in his office and shall issue a certificate of dissolution of the corporation effective as of the date, which shall be stated therein, of filing of the order or of the certificate of the liquidator. A copy of the certificate of dissolution, certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages in the parish in which the corporation had its last registered office.

C. Upon issuance of the certificate of dissolution, the corporate existence shall cease as of the effective date stated in the certificate, except for the sole purpose of any action or suit commenced theretofore by, or commenced timely against, the corporation.

D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the liquidator, for the benefit of the persons entitled thereto, and shall be distributed accordingly.

E. Following cessation of the corporate existence, the liquidator shall still have power to take all action required to preserve the interests of the corporation, its creditors and members; and the court shall have power, on application by any interested party, to appoint, ex parte or on such notice as the court may order, a new liquidator for any proper purpose in case of the death, disability or unwillingness to serve of the last previous liquidator.

History: Acts 1968, No. 105, §1; Acts 1992, No. 447, §4; Acts 1997, No. 1172, §1, eff. June 30, 1997; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:257 Termination of proceedings for dissolution

A. The court may dismiss a proceeding for dissolution under its supervision, at any time before the corporate existence ceases, upon a showing that cause for dissolution no longer exists, or on motion by the party or parties who instituted the proceeding, and shall dismiss a voluntary proceeding upon termination thereof by the members as permitted by Subsection B of this Section.

B.(1) At any time before the corporate existence ceases, a voluntary proceeding for dissolution may be terminated by such affirmative vote of the members as was required to commence the proceeding, given at a special meeting called by the liquidator or the board of directors, the notice of which set forth consideration of termination of the proceeding as a purpose of the meeting. Certificates of such action shall be signed by an officer of the corporation and acknowledged by the officer who signed them.

(2) The secretary of state may prescribe and furnish forms for the certificate.

(3) One certificate shall be filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall file the same in his office and endorse thereon the date of filing thereof with him. One certificate shall be filed for record in the office of the recorder of mortgages of the parish in which the corporation's registered office is located, and one certificate shall be filed with the court, if the dissolution is under the supervision of the court.

C. Termination of an involuntary proceeding shall be effective upon dismissal thereof by the court. Termination of a voluntary proceeding shall be effective when the certificate is filed with the secretary of state. Upon termination, the liquidator shall be divested of his powers, which shall revert to the directors, officers and members.

D. Notice of termination of the dissolution shall be published at least once in a newspaper of general circulation in the parish in which the corporation's principal office is located.

History: Acts 1968, No. 105, §1; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.

§ 12:258 Appointment of receiver

A. The court may, after trial, appoint a receiver to take charge of the corporation's property when it is made to appear, in a proceeding instituted against the corporation:

(1) By any member or creditor, that the directors or officers of the corporation are jeopardizing the rights of its members or creditors by grossly mismanaging the corporation, or by committing gross and persistent ultra vires acts, or by wasting, misusing or misapplying the assets of the corporation; or

(2) By any member or creditor, that the corporation's property has been abandoned, or that, by failure of the members to elect directors, or the failure of the directors or officers to serve, there is no one authorized to take charge of or conduct its affairs; or

(3) By any creditor, that the corporation is insolvent, or such creditor's claim has been reduced to judgment, on which execution has been issued and returned "nulla bona"; or

(4) By any creditor, that property of the corporation has been seized under judicial process by fraud or collusion between the corporation, its directors, officers or members, and any creditor; or

(5) By any member, that a majority of the members are violating the rights of minority members and endangering their interests; or

(6) By a member or members, severally or jointly, who have been registered holders for a period of not less than six months of not less than twenty per cent of the total voting power, that either of the grounds for involuntary dissolution set forth in R.S. 12:251(A)(4) and (5) exists.

B. The qualifications of the receiver shall be the same as those of a liquidator set forth in R.S. 12:252.

C. The court may, ex parte, pending trial, (1) appoint a temporary receiver whose authority shall cease upon appointment of a receiver after trial or upon dismissal of the proceeding, (2) on the applicant furnishing security in the amount fixed by the court, enjoin the corporation and its directors, officers, agents and members from disposing of its property or changing the status of its affairs to the injury of the applicant, and (3) stay proceedings by other persons against the corporation's property.

D. If a receiver is appointed, after trial, on application by a member or members, the court shall make a reasonable allowance for the fees of the applicants' counsel, which, together with their other costs, shall be taxed as costs and paid out of the corporate assets. The corporation or the receiver shall have the right to recover the amount of such costs from any directors, officers or members whose conduct was the cause of the proceeding under Paragraph (A)(1) or (5) of this Subsection. If an application by a member or members is dismissed, and the court determines that the application was made in bad faith, the applicants shall be condemned to pay reasonable counsel fees and other expenses incurred by the corporation, or by the directors, officers or members on whose conduct the application was based under Paragraph (A)(1) or (5) of this Subsection. In case of an application under Paragraph (A)(1) or (5) of this Subsection, the court may require the applicant or applicants to post reasonable bond to cover their liability, if any, under this subsection.

History: Acts 1968, No. 105, §1.

§ 12:259 Receivership procedure; powers of receiver

A. The provisions of R.S. 12:254 shall, mutatis mutandis, govern procedure in proceedings under R.S. 12:258 and this Section.

B. The receiver shall have the powers of a judicial liquidator set forth in R.S. 12:254(C). The court may authorize the receiver to borrow or obtain money, for the purpose of carrying on the activities of the corporation, on interest-bearing certificates of indebtedness to be taxed as costs of court. The holders of such certificates shall have a privilege on all movable and immovable property and all income of the corporation to secure the payment thereof, and shall be paid by preference and priority over all other indebtedness except indebtedness secured by mortgages on immovable property and vendor's privileges antedating issuance of such certificates.

C. The receiver shall file with the court, quarterly, or oftener if required by the court, an accurate statement showing the condition of the corporation's affairs, and shall file, within ninety days after the close of the corporation's fiscal year, a balance sheet as of the last day of, and a combined statement of income and earned surplus for, such year. The annual financial statements shall be audited by an independent certified public accountant if required by the court.

History: Acts 1968, No. 105, §1.

§ 12:260 Compromise arrangements; reorganizations; approval and effect

A. Unless the articles provide otherwise, a corporation may have the benefit of the provisions of this section.

B. When, in a proceeding for voluntary or involuntary dissolution subject to the supervision of the court, or when the property and affairs of the corporation are being administered by a liquidator or receiver appointed by the court, a compromise or arrangement or plan of reorganization is proposed between the corporation and its creditors, or any class of them, or between the corporation and its members, or any class of them, the court, upon application of the corporation or of any creditor or members, or of the liquidator or receiver, may order in a summary way a meeting of the creditors, or class of creditors, or the members, or class of members, as the case may be, to be summoned and held in such manner as the court may direct.

C. If a majority in number, representing also three-fourths in interest of the creditors, or class of creditors, or three-fourths of the voting power of all members, or class of members, as the case may be, agree to any compromise or arrangement or plan of reorganization of the corporation as a consequence of the proposed compromise or arrangement or plan of reorganization, the compromise or arrangement or plan of reorganization, if sanctioned by the court, shall be binding on all the creditors, or class of creditors, or on all the members, or class of members, as the case may be, and also on the corporation, liquidator or receiver. All corporate action, and all matters and things necessary or proper to be done to carry into effect the compromise or arrangement or plan of reorganization, shall be had and done under the supervision, control and decree of the court.

History: Acts 1968, No. 105, §1.

§ 12:261 Reorganization under Act of Congress

A. Whenever a plan of reorganization of a corporation has been confirmed by a decree or order of a court in proceedings under any applicable Act of Congress relating to reorganization of corporations, the corporation shall have authority, without action of its members or directors, to put into effect and carry out the plan, and decrees and orders of the court relative thereto, and to take any proceeding or action for which provision is made in any law governing the corporation or for which provision is or might be made in its articles or by-laws and which is provided for in such plan or directed by any such decree or order.

B. Such authority may be exercised, and such proceedings and actions may be taken, as may be directed by any such decree or order, by the trustee or trustees of the corporation appointed in the reorganization proceeding, or if none is acting, by any person or persons designated or appointed for the purpose by any such decree or order, with like effect as if exercised and taken by unanimous action of the directors and members of the corporation.

C. Any certificate, required or permitted by law to be filed or recorded to accomplish any corporate purpose, shall be signed, and verified or acknowledged, under any such decree or order, by such trustee or trustees or the person or persons to whom reference is made in subsection B, and shall state (1) that provision for such certificate is contained in the plan of reorganization or in a decree or order of court relative thereto, (2) that the plan has been confirmed as provided in an applicable Act of Congress specified in the certificate, (3) the title and venue of the proceeding, and (4) the date when the decree or order confirming the plan was made.

D. Notwithstanding the provisions of R.S. 12:248, shareholders shall have no right to receive payment for their shares by virtue of any action taken pursuant to this section, and shall have only such rights, if any, as are provided in the plan of organization.

E. Notwithstanding the provisions of R.S. 12:213 and 215, the corporation may, after confirmation of such a plan, issue its shares for the consideration specified in the plan of reorganization, and may issue obligations, rights or options for purchase or conversion of or into shares upon such terms and conditions as may be set forth in such plan.

F. If, in any proceeding under any applicable Act of Congress relating to reorganization of corporations, a decree or order provides for the formation of a new corporation to do business in this state under a name the same as or similar to that of the corporation being reorganized, the articles of the new corporation shall set forth that they are executed pursuant to such decree or order and shall be endorsed with the consent of the court having jurisdiction of the proceeding. After such articles have been filed, the corporation being reorganized shall not continue the use of its name except in connection with the reorganization proceeding and as may be necessary to adjust and wind up its affairs, and thirty days after such filing, the reorganized corporation shall be automatically placed in liquidation. To the extent that the liquidation of such corporation is not accomplished as a part of the proceeding or prescribed by the decree or order of such court, it shall proceed in accordance with the provisions of this Chapter.

History: Acts 1968, No. 105, §1.

§ 12:262 Action by the state to annul, vacate, or forfeit corporate franchise; suspension

A. Except as otherwise provided in this Title or as otherwise provided by law, the secretary of state may bring an action against any corporation to procure a judgment annulling, vacating, or forfeiting its articles and franchise upon the ground that:

(1) The corporate franchise was procured through fraud practiced upon the state; or

(2) The corporation has continued to abuse authority conferred upon it; or

(3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter; or

(4) The corporation has failed to designate and maintain a registered office, or to designate and maintain a registered agent, under the conditions, and in the manner, prescribed in this Chapter.

B. If the cause of action is grounded on an act which the corporation has done or omitted to do which can be corrected by amendment of the articles or by other corporate action, then such action shall not be instituted or maintained unless, not less than sixty days prior to the institution of the action, the corporation has been given notice in writing of the act done or omitted to be done, which will be urged as the ground for the action, and demand for the correction thereof, and the corporation has failed, neglected or refused to correct the same within such sixty-day period.

C. In any such action, which shall be a summary proceeding, the court may grant the relief asked for, or such other or partial relief as to it seems just and expedient. If judgment is rendered annulling, vacating or forfeiting the articles and franchise, such judgment may be set aside at any time within the time allowed for taking an appeal therefrom, upon a showing that the grounds for the judgment have been cured.

D.(1) In addition to the other remedies provided by this section, the secretary of state is authorized to suspend the corporate franchise and the articles of incorporation of any corporation which has failed to comply, according to the records of his office, with Paragraph (A)(4) of this Section and to revoke such suspension where such failure to comply with said paragraph has been remedied by compliance.

(2) Before the corporate franchise or articles of incorporation are suspended under the provisions of this Subsection, any corporation having failed to comply with such paragraph, according to the records of the office of the secretary of state, shall be notified in writing, certified mail, return receipt requested, at its last known address, of such noncompliance, and such notice shall afford any such corporation fifteen days from the receipt of such written notice, to comply with said paragraph or to show cause why said written notice should not have been given.

(3) The secretary of state is authorized to hold hearings and take evidence where the corporation undertakes to show cause why its franchise and articles of incorporation should not be suspended and to make an order suspending the franchise and articles of incorporation in the light of such evidence where such order is justified according to same. Such order shall be recorded in the archives of his office.

(4) Where notice of noncompliance has been furnished as provided in this Subsection and no showing or reply has been made within the fifteen day period herein allowed, it shall be presumed that the corporation has failed to comply with Paragraph (A)(4) of this Section and the secretary of state may suspend the franchise and articles of incorporation of any such corporation. In the event any such corporation thereafter complies with the requirements of said paragraph, or shows that it was already in compliance with same, the secretary of state is authorized to revoke any suspension issued by him in respect to said corporation and to restore same to good standing and record same in the archives of his office.

(5) Where any order of suspension is made under this Subsection, the secretary of state shall forward a certified copy thereof to the corporation's last known address, certified mail, return receipt requested. Similar notice shall be furnished in the event of revocation of such suspension.

History: Acts 1968, No. 105, §1. Amended by Acts 1972, No. 601, §1.

§ 12:262.1 Failure to file annual reports; revocation and reinstatement of articles; limitation on authority to do business with the state

A. Where a corporation has failed to designate and maintain a registered office and to designate and maintain a registered agent pursuant to the provisions of R.S. 12:236, for a period of one hundred eighty consecutive days, or where a corporation has failed to file an annual report for three consecutive years, according to the records of the secretary of state, the secretary of state shall revoke the articles of incorporation and franchise of such corporation.

B. Nothing contained in this Section shall be construed to prevent the state, through the office of the attorney general, from asserting a cause of action to revoke the articles of incorporation and franchise of a corporation on any of the following grounds:

(1) The corporate franchise was procured through fraud practiced upon the state.

(2) The corporation has continued to abuse authority conferred upon it.

(3) The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter.

C. The corporation shall not be revoked if the corporation places itself in good standing.

D. At least thirty days prior to revoking the articles of incorporation and the corporate franchise, as authorized by Subsection A of this Section, the secretary of state shall give notice to the affected corporation of his intention to revoke the articles of incorporation and the corporate franchise by directing notice of such intention to the last designated registered agent of such corporation, as shown on the records of his office. Such notice shall be in writing and sent to the registered agent by United States mail at the agent's last known address. If there is no registered agent of record, the notice shall be directed to the corporation at its registered office.

E.(1) The certificate of incorporation and articles of incorporation shall be reinstated upon the filing, with the secretary of state and within three years from the effective date of the revocation, of an application of reinstatement, signed and acknowledged by an officer of the corporation, accompanied by a reinstatement fee and a current annual report. The secretary of state may prescribe and furnish forms for the reinstatement and annual report. However, if a suit for liquidation or receivership has been filed at the time the reinstatement is applied for, then the unanimous written consent to the reinstatement by the shareholders, certified by the corporation's secretary to contain the signatures of all of the shareholders, shall also be filed with the application for reinstatement.

(2) The secretary of state shall furnish the certificate of reinstatement in duplicate, one copy of which shall be filed by the corporation with the clerk of court or, in Orleans Parish, with the recorder of mortgages and register of conveyances. Upon filing the current annual report and payment of the reinstatement fee and upon filing the unanimous written consent of the shareholders to the reinstatement, certified by the corporation's secretary if a suit for liquidation or receivership has been filed, the certificate of reinstatement of such charter and articles of incorporation shall be retroactive and the charter and articles of incorporation shall continue in existence as though the revocation had never occurred.

(3) After revocation of the charter or articles of incorporation, the corporate name shall not be available to any other corporation for a three-year period. After three years have expired, if the corporate name is still available, the corporation can be reinstated by following the same procedures and by satisfying the same provisions and requirements as set forth herein. If the name is not available, an amendment changing the original name must be filed in the same manner as provided for in R.S. 12:238.

F.(1) As used in this Subsection, the phrase "not in good standing" means any corporation which is more than twelve months delinquent in filing an annual report.

(2) Each corporation, domestic and foreign, which is not in good standing is prohibited from engaging in commercial business operations with the state or its boards, agencies, departments, or commissions. Any contract between a corporation, which is not in good standing, and the state or its boards, agencies, departments, or commissions is subject to be declared null and void, by said board, agency, department, or commission or by the division of administration.

G. Any revocation of a corporation's articles of incorporation and franchise under the provisions of this Section shall not affect any cause of action against such corporation or the right to proceed against any property owned by the corporation, nor shall such revocation prohibit a corporation from selling property belonging to the corporation in the same manner as if the revocation had not occurred.

H. A church which is a member of and in good standing with a statewide church association shall not be subject to the revocation otherwise applicable to corporations pursuant to this Section.

History: Acts 1995, No. 309, §1; Acts 1997, No. 298, §1; Acts 2019, No. 19, §2, eff. May 28, 2019; Acts 2020, No. 50, §1, eff. June 5, 2020.

§ 12:263 Fees

A. A fee as provided in R.S. 49:222 shall be paid in advance to the secretary of state, for the use and benefit of the state, by every corporation:

(1) For filing and recording articles of incorporation.

(2) For filing and recording amended articles of incorporation.

(3) For filing and recording dissolution proceedings.

(4) For filing and recording reinstatement proceedings.

(5) For filing and recording merger proceedings.

B.(1) This fee shall include all certificates and certified copies which are required for filing with the clerks of court. Additional copies, certified or otherwise, of documents or a certificate shall be furnished upon request for a fee as provided in R.S. 49:222, which shall be paid in advance.

(2) The secretary of state is authorized to charge a fee as provided in R.S. 49:222 for making, issuing, and sealing any other certificates required or permitted by this Chapter, for resignation of a registered agent or officer, appointment of a registered agent, change of a registered office, and appointment of officers and directors.

History: Acts 1968, No. 105, §1. Amended by Acts 1982, No. 526, §2, eff. Aug. 11, 1982; Acts 1983, No. 235, §1, eff. July 1, 1983; Acts 1983, 2nd Ex. Sess., No. 4, §1, eff. Jan. 1, 1984; Acts 1984, No. 741, §1, eff. July 13, 1984; Acts 2008, No. 913, §2.

§ 12:264 Penalties

A. If any corporation, or officer, director or agent of a corporation, should violate any of the provisions of subsection D of R.S. 12:205 or subsection A or D of R.S. 12:223, it or he shall be fined not more than one hundred dollars for each violation, recoverable in an action brought by the District Attorney of the parish in which the corporation's registered office is located.

B. Any corporation, or any officer or agent thereof, which or who shall in bad faith refuse to permit the exercise of inspection rights pursuant to R.S. 12:223(C), shall be liable to the member or members seeking to exercise such rights to the extent of the costs and expenses of any proceeding necessary to enforce such inspection rights, and for any other damages actually sustained by such member or members.

C. Any corporation, or officer, director or member thereof, which or who attempts to exercise any corporate power, privilege or franchise after annulment, vacation or forfeiture of the corporation's articles and franchise pursuant to the provisions of R.S. 12:262, shall pay for each such attempt a penalty of not less than one hundred dollars nor more than one thousand dollars, recoverable in a civil action by the Secretary of State.

History: Acts 1968, No. 105, §1.

§ 12:265 Application to existing corporations

Except as otherwise expressly provided in this Chapter, all of the provisions of this Chapter shall be applicable to every existing corporation on January 1, 1969 formed under the laws of this state for a purpose or purposes for which a corporation might be formed under this Chapter; provided that this Chapter shall not affect or impair any right of any existing corporation which is guaranteed or protected by the Constitution of this state or of the United States, except that the corporation shall not hereafter operate in any manner for the purpose of making a pecuniary profit or gain for its members; and provided further that this Chapter shall not be construed to impair or affect any act done, offense committed or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred, prior to January 1, 1969, but the same may be enjoyed, asserted and enforced, prosecuted or inflicted as fully, and to the same extent, as if this Chapter had not been enacted.

History: Acts 1968, No. 105, §1.

§ 12:266 Scope of Chapter

This Chapter does not apply to:

(1) Any corporation organized for any purpose involving pecuniary profit or gain to its shareholders or members, or which pays dividends or similar pecuniary remuneration;

(2) Co-operative marketing or credit associations or corporations organized under the provisions of Title 3;

(3) Any corporation transacting any type of insurance business; or

(4) Foreign corporations, whether business or nonprofit, except where reference is made to such corporations.

History: Acts 1968, No. 105, §1.

§ 12:267 Effect of invalidity of part of Chapter; severability

If any provision of this Chapter, or application thereof to any person or circumstance, is held invalid, such invalidity shall not affect other provisions or applications of this Chapter which can be given effect without the invalid provision or application, and to this end the provisions of this Chapter are declared severable.

History: Acts 1968, No. 105, §1.

§ 12:268 Reservation of power

The Legislature of Louisiana shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations subject to the provisions of this Chapter, and the Legislature of Louisiana shall have power to amend, repeal or modify this Chapter at pleasure.

History: Acts 1968, No. 105, §1.

§ 12:269 Short title

This Chapter shall be known, and reference may be made thereto, as the "Nonprofit Corporation Law".

History: Acts 1968, No. 105, §1.

Source. Reproduced from the official text of the Louisiana Revised Statutes, the Louisiana Nonprofit Corporation Law (La. R.S. 12:201 to 12:269), as published by the Louisiana State Legislature and including enactments through the 2025 Regular Session. General information, not legal advice; the statutes are amended every session, so confirm the current text against the official source.

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