reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-824. Quorum and voting

RS 12:1-824 - 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. 12:1-803.
B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors determined in accordance with R.S. 12:1-803.
C.(1) If a quorum is present when a vote is taken, the affirmative vote of the required majority of directors is the act of the board of directors. The required majority of directors is a majority of the directors present, or the number of directors whose votes are required by the articles of incorporation or bylaws for the board to take the relevant action, whichever number is greater.
(2) If a quorum is present when a meeting is convened, but the quorum is lost through the withdrawal from the meeting of one or more directors, the affirmative vote of the required majority of directors is the act of the board of directors provided that the number of affirmative votes is not fewer than the number that would have been required had the quorum not been lost.
D. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless one of the following occurs:
(1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting.
(2) The dissent or abstention from the action taken is entered in the minutes of the meeting.
(3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-825. Committees

RS 12:1-825 - 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 appoints a person who is not a director, that person may serve only in an advisory capacity and shall not be a member of the committee for purposes of any reference by this Chapter to a committee or to one or more members of a committee.
B. Unless this Chapter otherwise provides, the creation of a committee and appointment of members to it must be approved by the greater of the following:
(1) A majority of all the directors in office when the action is taken.
(2) The number of directors required by the articles of incorporation or bylaws to take action under R.S. 12:1-824.
C. R.S. 12:1-820 through 1-824 apply both to committees of the board and to their members.
D. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under R.S. 12:1-801.
E. A committee may not do any of the following:
(1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors.
(2) Approve or propose to shareholders action that this Chapter requires be approved by shareholders.
(3) Fill vacancies on the board of directors or, subject to Subsection G of this Section, on any of its committees.
(4) Adopt, amend, or repeal bylaws.
F. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in R.S. 12:1-830.
G. The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-826. Submission of matters for shareholder vote

RS 12:1-826 - 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.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-830. Standards of conduct for directors

RS 12:1-830 - 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 directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
C. In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
D. In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in Paragraph (F)(1) or Paragraph (F)(3) of this Section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.
E. In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in Subsection F of this Section.
F. A director is entitled to rely, in accordance with Subsection D or E of this Section, on any of the following:
(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided.
(2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.
(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-832. Protection against monetary liability

RS 12:1-832 - 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 any action taken, or any failure to take action, as a director or officer, except for one of the following:
(1) A breach of the director's or officer's duty of loyalty to the corporation or the shareholders.
(2) An intentional infliction of harm on the corporation or the shareholders.
(3) A violation of R.S. 12:1-833.
(4) An intentional violation of criminal law.
B. The liability of a director or officer for conduct described in Paragraphs (A)(1) through (4) of this Section may not be limited or eliminated, but the corporation may purchase insurance against that liability as provided in R.S. 12:1-857.
C. For purposes of this Section, the duty of loyalty does not include any duty to act with any degree of care in the exercise of the director's or officer's responsibilities to the corporation or its shareholders.
D. A provision in a corporation's articles of incorporation that became effective before January 1, 2015, and that purports to protect a director or officer of the corporation against monetary liability to the corporation or its shareholders, shall not operate as a limitation of the protection against liability provided by this Section except to the extent that it provides less protection against liability than was permitted by the law in effect at the time the provision became effective.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-833. Directors' liability for unlawful distributions

RS 12:1-833 - 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 exceeds what could have been distributed without violating R.S. 12:1-640(A) or 1-1409(A) if the party asserting liability establishes that when taking the action the director did not comply with R.S. 12:1-830.
B. A director held liable under Subsection A of this Section for an unlawful distribution is entitled to both of the following:
(1) Contribution from every other director who could be held liable under Subsection A of this Section for the unlawful distribution.
(2) Indemnity from each shareholder, for the pro-rata portion of the amount of the unlawful distribution the shareholder received.
C.(1) A proceeding to enforce the liability of a director under Subsection A of this Section is barred unless it is commenced within two years after the relevant one of the following dates:
(a) The date on which the effect of the distribution was measured under R.S.12:1-640(E) or (G).
(b) The date as of which the violation of R.S. 12:1-640(A) occurred as the consequence of disregard of a restriction in the articles of incorporation.
(c) The date on which the distribution of assets to shareholders under R.S. 12:1-1409(A) was made.
(2) A proceeding to enforce contribution or indemnity under Subsection B of this Section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under Subsection A of this Section.
D. The time limits provided in Subsection C of this Section are peremptive.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-840. Officers

RS 12:1-840 - 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 corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.
C. The secretary shall have the authority and responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under R.S. 12:1-1601(A) and 1-1601(E).
D. The same individual may simultaneously hold more than one office in a corporation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-841. Functions of officers

RS 12:1-841 - 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 directors or by direction of an officer authorized by the board of directors to prescribe the authority and functions of other officers.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-842. Standards of conduct for officers

RS 12:1-842 - 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 manner the officer reasonably believes to be in the best interests of the corporation.
B. [Reserved.]
C. In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following:
(1) The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.
(2) Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.
D. An officer 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 an officer, if the duties of the office are performed in compliance with this Section. Whether an officer who does not comply with this Section shall have liability will depend in such instance on applicable law, including those principles of R.S. 12:1-831 that have relevance.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-843. Resignation and removal of officers

RS 12:1-843 - 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 and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.
B. An officer may be removed at any time with or without cause by any of the following:
(1) The board of directors.
(2) The appointing officer, unless the bylaws or the board of directors provide otherwise.
(3) Any other officer if authorized by the bylaws or the board of directors.
C. In this Section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-844. Contract rights of officers

RS 12:1-844 - 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 rights, if any, with the officer.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-850. Subpart definitions

RS 12:1-850 - 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, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
(4) "Official capacity" means, when used with respect to a director, the office of director in a corporation. "Official capacity" means, when used with respect to an officer, as contemplated in R.S. 12: 1-856, the office in a corporation held by the officer. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
(5) "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-851. Permissible indemnification

RS 12:1-851 - 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 (2) of this Subsection are met:
(1) The director satisfied the requirements of Subparagraphs (a) and (b) and, if applicable, Subparagraph (c) of this Paragraph:
(a) The director conducted himself or herself in good faith.
(b) The director reasonably believed the relevant one of the following:
(i) In the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation.
(ii) In all other cases, that the director's conduct was at least not opposed to the best interests of the corporation.
(c) In the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful.
(2) The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by R.S. 12:1-202(B)(5), for which liability has been eliminated under R.S. 12:1-832.
B. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of Item (A)(1)(a)(ii) of this Section.
C. The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this Section.
D. Unless ordered by a court under R.S. 12:1-854(A)(3), a corporation may not indemnify a director in connection with either of the following:
(1) A proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under Subsection A of this Section.
(2) Any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, whether or not involving action in the director's official capacity.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-852. Mandatory indemnification

RS 12:1-852 - 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 the director in connection with the proceeding.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-853. Advance for expenses

RS 12:1-853 - 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 board of directors if the director delivers to the corporation both of the following:
(1) A written affirmation of the director's good faith belief that the relevant standard of conduct described in R.S. 12:1-851 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under R.S. 12: 1-832.
(2) A written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under R.S. 12:1-852 and it is ultimately determined under R.S. 12:1-854 or 1-855 that the director has not met the relevant standard of conduct described in R.S. 12:1-851.
B. The undertaking required by Paragraph (A)(2) of this Section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
C. Authorizations under this Section shall be made by one of the following:
(1) By the board of directors in either of the following manners:
(a) If there are two or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote.
(b) If there are fewer than two qualified directors, by the vote necessary for action by the board in accordance with R.S. 12:1-824(C), in which authorization directors who are not qualified directors may participate.
(2) By the shareholders, except that shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-854. Court-ordered indemnification and advance for expenses

RS 12:1-854 - 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 expenses is beyond the scope of the proceeding or of the jurisdiction of the court or other forum for the proceeding, may petition another court of competent jurisdiction. After ordering any notice it considers necessary, the court shall hear the petition by summary proceeding and shall, if it makes the required determination, order one of the following:
(1) Indemnification if the court determines that the director is entitled to mandatory indemnification under R.S. 12:1-852.
(2) Indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by R.S. 12:1-858(A).
(3) Indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable for the corporation to provide the ordered indemnification or advance for expenses, even though the director did not meet the relevant standard of conduct set forth in R.S. 12:1-851(A), failed to comply with R.S. 12:1-853, or was adjudged liable in a proceeding referred to in R.S. 12:1-851(D)(1) or (D)(2). If the director was adjudged liable in a proceeding referred to in R.S. 12:1-851(D)(1) or (D)(2), indemnification shall be limited to expenses incurred in connection with the proceeding.
B. If the court determines that the director is entitled to indemnification under Paragraph (A)(1) of this Section or to indemnification or advance for expenses under Paragraph (A)(2) of this Section, it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under Paragraph (A)(3) of this Section, it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-855. Determination and authorization of indemnification

RS 12:1-855 - 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 relevant standard of conduct set forth in R.S. 12:1-851.
B. The determination shall be made by one of the following:
(1) If there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote.
(2) By special legal counsel selected using either of the following means:
(a) Selected in the manner prescribed in Paragraph (B)(1) of this Section.
(b) If there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate.
(3) By the shareholders, except that shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.
C. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under Subparagraph (B)(2)(b) of this Section.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-856. Indemnification of officers

RS 12:1-856 - 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 officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for either of the following:
(1) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding.
(2) Liability arising out of conduct that constitutes any of the following:
(a) A breach of the officer's duty of loyalty to the corporation or its shareholders.
(b) An intentional infliction of harm on the corporation or the shareholders.
(c) An intentional violation of criminal law.
B. [Reserved.]
C. An officer of a corporation is entitled to mandatory indemnification under R.S. 12:1-852, and may apply to a court under R.S. 12:1-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-857. Insurance

RS 12:1-857 - 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, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from his or her status as a director or officer, whether or not the individual could be protected against the same liability under R.S. 12:1-832 and whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this Subpart.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-858. Variation by corporate action; application of Subpart

RS 12:1-858 - 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 omission giving rise to a proceeding to provide indemnification in accordance with R.S. 12:1-851 or advance funds to pay for or reimburse expenses in accordance with R.S. 12:1-853. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in R.S. 12:1-853(C) and 1-855(C). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with R.S. 12:1-853 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
B. A right of indemnification or to advances for expenses created by this Subpart or under Subsection A of this Section and in effect at the time of an act or omission shall not be eliminated or impaired with respect to such act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the directors or shareholders, adopted after the occurrence of such act or omission, unless, in the case of a right created under Subsection A of this Section, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.
C. Any provision pursuant to Subsection A of this Section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by R.S. 12:1-1107(A)(4).
D. A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this Subpart.
E. This Subpart does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party.
F. This Subpart does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-859. Exclusivity of Subpart

RS 12:1-859 - 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.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-861. Judicial action

RS 12:1-861 - 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 corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.
B. A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if any of the following conditions are satisfied:
(1) Directors' action respecting the transaction was taken in compliance with R.S. 12:1-862 at any time.
(2) Shareholders' action respecting the transaction was taken in compliance with R.S. 12: 1-863 at any time.
(3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-862. Directors' action

RS 12:1-862 - 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 who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with Subsection B of this Section, provided that both of the following criteria are satisfied:
(1) The qualified directors have deliberated and voted outside the presence of and without the participation by any other director.
(2) Where the action has been taken by a committee, all members of the committee were qualified directors, and either the committee was composed of all the qualified directors on the board of directors or the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
B. Notwithstanding Subsection A of this Section, when a transaction is a director's conflicting interest transaction only because a related person described in R.S. 12: 1-860(5)(e), (f), or (g) is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction all of the following:
(1) All information required to be disclosed that is not so violative.
(2) The existence and nature of the director's conflicting interest.
(3) The nature of the conflicted director's duty not to disclose the confidential information.
C. A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this Section.
D. Where directors' action under this Section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-863. Shareholders' action

RS 12:1-863 - 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 shareholders describing the action to be taken respecting the transaction, provision to the corporation of the information referred to in Subsection B of this Section, and communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.
B. A director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under Subsection C of this Section, and the identity of the holders of those shares.
C.(1) For purposes of this Section, "holder" means and "held by" refers to shares held by a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial shareholder.
(2) For the purposes of this Section, "qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows or, under Subsection B of this Section, is notified are held by a director who has a conflicting interest respecting the transaction or a related person of the director, excluding a person described in R.S. 12:1-860(5)(f).
D. A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this Section. Subject to the provisions of Subsection E of this Section, shareholders' action that otherwise complies with this Section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares.
E. If a shareholders' vote does not comply with Subsection A of this Section solely because of a director's failure to comply with Subsection B of this Section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances.
F. Where shareholders' action under this Section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-870. Business opportunities

RS 12:1-870 - 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 against the director, officer or related person, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if the requirements of Paragraph (1) or (2) of this Subsection are satisfied:
(1) Before the director, officer or related person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and either of the following occurs:
(a) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the same procedures set forth in R.S. 12:1-862.
(b) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in R.S. 12:1-863, as if the decision being made concerned a director's conflicting interest transaction.
(2) The duty to offer the corporation the particular business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted, and in the case of officers and their related persons made effective by action of qualified directors, in accordance with R.S. 12:1-202(B)(6).
B. In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in Subsection A of this Section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
C. For purposes of this Section, the term "required disclosure" as used in R.S. 12:1-862 and R.S. 12:1-863 means prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director or officer.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-901. Excluded transactions

RS 12:1-901 - Excluded transactions
A. This Part may not be used to effect a transaction that causes an eligible entity or domestic or foreign corporation to hold any right, privilege, license, or franchise under the laws of this state that it is ineligible to hold.
B. Property received through a conditional donation, grant, or devise, or held in trust or for charitable purposes pursuant to the laws of this state by a party to a transaction under this Part shall not be diverted by that transaction from the objects for which it was donated, granted, or devised, except to the extent authorized by a court judgment based upon principles of cy pres or approximation.
C. A person who is a member, interest holder, or an affiliate of an eligible entity with a charitable purpose may not receive a direct or indirect financial benefit in connection with a transaction under this Part to which the eligible entity is a party unless the person is itself an eligible entity with a charitable purpose. This Subsection does not apply to the receipt of reasonable compensation for services rendered.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:1-920. Domestication

RS 12:1-920 - Domestication
A. A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation.
B. A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in this Subpart.
C. The plan of domestication must include all of the following:
(1) A statement of the jurisdiction in which the corporation is to be domesticated.
(2) The terms and conditions of the domestication.
(3) The manner and basis of reclassifying the shares of the corporation following its domestication into shares or other securities, obligations, rights to acquire shares or other securities, or into cash, other property, or any combination of the foregoing.
(4) Any desired amendments to the articles of incorporation of the corporation following its domestication.
D. The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change any of the following:
(1) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, or the cash or other property to be received by the shareholders under the plan.
(2) The articles of incorporation as they will be in effect immediately following the domestication, except for changes permitted by R.S. 12:1-1005 or by comparable provisions of the laws of the other jurisdiction.
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
E. Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L).
F. If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or signed by a domestic business corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.