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La. Rev. Stat. § 12:1-742.2 Jurisdiction over a director
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§1-742.2. Jurisdiction over a director A court may exercise personal jurisdiction over a nonresident who is or has been a director of a domestic corporation as to a cause of action arising from a breach by the nonresident of a duty owed to the corporation or its shareholders beca…
La. Rev. Stat. § 12:1-742.3 Venue in derivative proceeding
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§1-742.3. Venue in derivative proceeding A derivative proceeding shall be brought in the parish where the registered office of the corporation is located. Acts 2017, No. 57, §1.
La. Rev. Stat. § 12:1-743 Stay of proceedings
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§1-743. Stay of proceedings If the corporation commences an inquiry into the allegations made in the demand or petition, the court may stay any derivative proceeding for such period as the court deems appropriate. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-744 Dismissal
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§1-744. Dismissal A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in Subsection B or Subsection E of this Section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions …
La. Rev. Stat. § 12:1-745 Discontinuance or settlement
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§1-745. Discontinuance or settlement A. Unless approved unanimously by the shareholders of the corporation, a derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substanti…
La. Rev. Stat. § 12:1-746 Payment of expenses
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§1-746. Payment of expenses On termination of the derivative proceeding the court may do any of the following: (1) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corpora…
La. Rev. Stat. § 12:1-747 Applicability to foreign corporations
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§1-747. Applicability to foreign corporations In any derivative proceeding in the right of a foreign corporation, the matters covered by this Subpart shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for R.S. 12: 1-743, 1-745, an…
La. Rev. Stat. § 12:1-748 Shareholder action to appoint receiver
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§1-748. Shareholder action to appoint receiver A. The district court of the parish in which the registered office of the corporation is located may appoint one or more to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that either o…
La. Rev. Stat. § 12:1-801 Requirement for and functions of board of directors
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§1-801. Requirement for and functions of board of directors A. Except as provided in R.S. 12:1-732, each corporation must have a board of directors. B. All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business…
La. Rev. Stat. § 12:1-802 Qualifications of directors
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§1-802. Qualifications of directors A. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for director. B. A requirement that is based on a past, current or prospective action, or expression of an opinion, by a nominee or director t…
La. Rev. Stat. § 12:1-803 Number and election of directors
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§1-803. Number and election of directors A. A board of directors must consist of one or more individuals. The number of directors shall be fixed by or in accordance with the articles of incorporation or, if not so fixed, shall be the number fixed by or in accordance with the byla…
La. Rev. Stat. § 12:1-804 Election of directors by certain classes of shareholders
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§1-804. Election of directors by certain classes of shareholders If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of…
La. Rev. Stat. § 12:1-805 Terms of directors generally
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§1-805. Terms of directors generally A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. B. The terms of all other directors expire at the next, or if their terms are staggered in accordance with R.S. 12…
La. Rev. Stat. § 12:1-806 Staggered terms for directors
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§1-806. Staggered terms for directors The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. …
La. Rev. Stat. § 12:1-807 Resignation of directors
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§1-807. Resignation of directors A. A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation. B. A resignation is effective when the resignation is delivered unless the resignation specif…
La. Rev. Stat. § 12:1-808 Removal of directors by shareholders
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§1-808. Removal of directors by shareholders A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. B. If a director is elected by a voting group of shareholders, only t…
La. Rev. Stat. § 12:1-810 Vacancy on board
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§1-810. Vacancy on board A. Unless the articles of incorporation or bylaws provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by one of the following methods: (1) The…
La. Rev. Stat. § 12:1-811 Compensation of directors
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§1-811. Compensation of directors Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-812 Director proxies
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§1-812. Director proxies A. A director may vote by proxy at a meeting of the board of directors or of a committee of the board only if the articles of incorporation so provide. B. A director may appoint as proxy only another director, and the appointment may be made only by means…
La. Rev. Stat. § 12:1-820 Meetings
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§1-820. Meetings A. The board of directors may hold regular or special meetings in or out of this state. B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, …
La. Rev. Stat. § 12:1-821 Action without meeting
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§1-821. Action without meeting A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this Chapter to be taken by the board of directors may be taken without a meeti…
La. Rev. Stat. § 12:1-822 Notice of meeting
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§1-822. Notice of meeting A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. B. Unless the articles of incorporation or bylaws provide for …
La. Rev. Stat. § 12:1-823 Waiver of notice
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§1-823. Waiver of notice A. A director may waive any notice required by this Subpart, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by Subsection B of this Section, the waiver must be in writing, signed by the …
La. Rev. Stat. § 12:1-824 Quorum and voting
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§1-824. Quorum and voting A. Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this Chapter, a quorum of a board of directors consists of a majority of the number of directors determined in accordance with R.S. 12…
La. Rev. Stat. § 12:1-825 Committees
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§1-825. Committees A. Unless this Chapter, the articles of incorporation, or the bylaws provide otherwise, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee. If the board of directors …
La. Rev. Stat. § 12:1-826 Submission of matters for shareholder vote
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§1-826. Submission of matters for shareholder vote A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-830 Standards of conduct for directors
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§1-830. Standards of conduct for directors A. Each member of the board of directors, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation. B. The members of the board of …
La. Rev. Stat. § 12:1-831 Standards of liability for directors
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§1-831. Standards of liability for directors A. A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes…
La. Rev. Stat. § 12:1-832 Protection against monetary liability
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§1-832. Protection against monetary liability A. Except to the extent that the articles of incorporation limit or reject the protection against liability provided by this Section, no director or officer shall be liable to the corporation or its shareholders for money damages for …
La. Rev. Stat. § 12:1-833 Directors' liability for unlawful distributions
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§1-833. Directors' liability for unlawful distributions A. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to R.S. 12:1-640(A) or 1-1409(A) is personally liable to the corporation for the amount of the distribution that …
La. Rev. Stat. § 12:1-840 Officers
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§1-840. Officers A. A corporation shall have a secretary and such other officers as described in its bylaws or appointed by the board of directors in a manner not inconsistent with any bylaws. B. The board of directors may elect individuals to fill one or more offices of the corp…
La. Rev. Stat. § 12:1-841 Functions of officers
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§1-841. Functions of officers In addition to the secretary's authority under R.S. 12:1-840, each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with any bylaws, the authority and functions prescribed by the board of …
La. Rev. Stat. § 12:1-842 Standards of conduct for officers
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§1-842. Standards of conduct for officers A. An officer, when performing in such capacity, has the duty to act in all of the following manners: (1) In good faith. (2) With the care that a person in a like position would reasonably exercise under similar circumstances. (3) In a ma…
La. Rev. Stat. § 12:1-843 Resignation and removal of officers
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§1-843. Resignation and removal of officers A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective time. If a resignation is made effective at a later time…
La. Rev. Stat. § 12:1-844 Contract rights of officers
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§1-844. Contract rights of officers A. The appointment of an officer does not itself create contract rights. B. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract ri…
La. Rev. Stat. § 12:1-850 Subpart definitions
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§1-850. Subpart definitions In this Subpart, the following meanings shall apply: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger. (2) "Director" or "officer" means an individual who is or was a director or officer, respectively, …
La. Rev. Stat. § 12:1-851 Permissible indemnification
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§1-851. Permissible indemnification A. Except as otherwise provided in this Section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if the requirements of Paragraph (1) or …
La. Rev. Stat. § 12:1-852 Mandatory indemnification
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§1-852. Mandatory indemnification A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by th…
La. Rev. Stat. § 12:1-853 Advance for expenses
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§1-853. Advance for expenses A. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the boar…
La. Rev. Stat. § 12:1-854 Court-ordered indemnification and advance for expenses
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§1-854. Court-ordered indemnification and advance for expenses A. A director who is a party to a proceeding because he or she is a director may petition the court conducting the proceeding for indemnification or an advance for expenses or, if the indemnification or advance for ex…
La. Rev. Stat. § 12:1-855 Determination and authorization of indemnification
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§1-855. Determination and authorization of indemnification A. A corporation may not indemnify a director under R.S. 12:1-851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the releva…
La. Rev. Stat. § 12:1-856 Indemnification of officers
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§1-856. Indemnification of officers A. A corporation may indemnify and advance expenses under this Subpart to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and, if he or she is an o…
La. Rev. Stat. § 12:1-857 Insurance
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§1-857. Insurance A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, em…
La. Rev. Stat. § 12:1-858 Variation by corporate action; application of Subpart
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§1-858. Variation by corporate action; application of Subpart A. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omis…
La. Rev. Stat. § 12:1-859 Exclusivity of Subpart
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§1-859. Exclusivity of Subpart A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Subpart. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
La. Rev. Stat. § 12:1-860 Subpart definitions
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§1-860. Subpart definitions In this Subpart, the following meanings shall apply: (1) "Control", including the term "controlled by", means either of the following: (a) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors …
La. Rev. Stat. § 12:1-861 Judicial action
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§1-861. Judicial action A. A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of any form of relief, or give rise to an award of damages or other sanctions against a director of the corporati…
La. Rev. Stat. § 12:1-862 Directors' action
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§1-862. Directors' action A. Directors' action respecting a director's conflicting interest transaction is effective for purposes of R.S. 12:1-861(B)(l) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors…
La. Rev. Stat. § 12:1-863 Shareholders' action
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§1-863. Shareholders' action A. Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of R.S. 12:1-861(B)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after notice to sh…
La. Rev. Stat. § 12:1-870 Business opportunities
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§1-870. Business opportunities A. If a director or officer or related person of either pursues or takes advantage, directly or indirectly, of a business opportunity, that action may not be the subject of any form of relief, or give rise to an award of damages or other sanctions a…
