reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:217. Effect of issuance of certificate of authority, filing requirements

RS 6:217 - Effect of issuance of certificate of authority, filing requirements
A. Upon the issuance of the certificate of authority, the bank shall be duly incorporated and the corporate existence shall begin as of the time when the articles were accepted for filing with the office of financial institutions, except that if the articles of incorporation are filed within five days exclusive of legal holidays after execution thereof, the bank shall be duly incorporated and the corporate existence shall begin as of the time of execution of the articles.
B. Upon issuance of the certificate of authority the Office of Financial Institutions shall record the articles of incorporation and the certificate of authority and issue a certificate of incorporation which shall show the date on which corporate existence began.
C. A multiple original of the articles, a copy of the certificate of authority, and a copy of the certificate of incorporation shall be filed in the office of the recorder of mortgages of the parish of the main office of the bank within thirty days of the issuance of the certificate of authority.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1999, No. 342, §3; Acts 1999, No. 860, §1, eff. July 2, 1999; Acts 2003, No. 17, §1, eff. May 23, 2003; Acts 2003, No. 60, §1, eff. May 23, 2003.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:218. Expenses of organization and financing

RS 6:218 - Expenses of organization and financing
The charges and expenses of organization of a state bank and the expenses of and compensation for the sale and underwriting of its shares may not be paid or allowed by the state bank out of the consideration received by it in payment for its shares to the extent that such payment constitutes the bank's capital stock. This restriction does not prohibit the payment, with approval of the commissioner, of reasonable charges and expenses out of surplus or undivided profits.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:219. Bylaws

RS 6:219 - Bylaws
A. Except as specifically provided in this Chapter and unless the articles provide otherwise, the board of directors of a state bank may make and alter bylaws, including bylaws fixing directors' qualifications, number or term of office, or fixing their compensation, subject to the power of the stockholders to change or repeal any bylaws so made.
B. The bylaws may contain any provision relating to the business of the state bank, the conduct of its affairs, its rights or powers, or the rights or powers of its stockholders, directors, or officers not inconsistent with law or the articles.
C. No person not an officer or director, dealing with the state bank, shall be charged with constructive notice of the bylaws.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:220. Stockholders' agreements

RS 6:220 - Stockholders' agreements
A.(1) Any lawful provision regulating the affairs of a state bank or the rights and liabilities of its stockholders which is not required to be set forth in the articles may be set forth in an agreement among all of the stockholders who would be entitled to vote on the provisions thereof if proposed as an amendment to the articles.
(2) Such an agreement shall be binding on all persons who are at the time such agreement is made or who thereafter become stockholders of the state bank. No other person dealing with the state bank shall be charged with constructive notice of such an agreement.
(3) Such an agreement may be terminated or modified by amendment at any time in the manner, except that no amendment thereto need be filed or recorded except as provided in Subsection B of this Section, and by the vote which would be required for adoption of an amendment to the articles deleting or similarly modifying the provisions thereof if they had been set forth in the articles, or by such larger vote as may be specified in the agreement.
B. A copy of each such agreement and of each amendment thereto or a certified copy of the minutes of the meeting at which the amendment was adopted by vote shall be filed in the state bank's main office and shall be open daily during business hours to the inspection of any stockholder or his attorney, agent, or legal representative.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:232. Articles of amendment; contents and filing

RS 6:232 - Articles of amendment; contents and filing
A. After an amendment has been duly adopted as provided in R.S. 6:231, articles of amendment setting forth the amendment, the date and manner of adoption thereof, and the number of shares of each class or series represented at the meeting and voted for and against the amendment shall be executed in the state bank's name by the president, cashier, or any other person thereto authorized by resolution or consent of the stockholders. If the articles of amendment are not executed by the president or cashier, a copy of the resolution or consent of stockholders authorizing the person who executed the article, certified a true copy by the secretary of the board, shall be annexed to the articles of amendment. The articles of amendment shall be acknowledged by the president, cashier, or other authorized person who signed them or may instead be in the form of an authentic act.
B. After an amendment has been duly adopted and executed as provided in Paragraph A of this Section, the articles of amendment shall be filed with the office of financial institutions. Articles of amendment may be delivered to the commissioner for filing as of any specified date within thirty days after the date of delivery. The articles of amendment shall be effective as of the date and, if requested, the hour of filing with the commissioner, except that if the articles of amendment were filed within three 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 the acknowledgment or execution.
C. The articles of amendment shall thereafter be filed for record in the office of the recorder of mortgages of the parish of domicile of the bank.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1999, No. 342, §3; Acts 2003, No. 17, §1, eff. May 23, 2003; Acts 2003, No. 60, §1, eff. May 23, 2003.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:233. Restatement of articles

RS 6:233 - Restatement of articles
A. On authorization of the board of directors, a state bank 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, and may contain new amendments adopted by a method prescribed in R.S. 6:231 or 6:232, 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. 6:232 if the restatement contains any new amendment.
B. The restated articles shall be executed, filed, and recorded in the manner provided for articles of amendment in R.S. 6:232 and shall be effective when filed with the commissioner as of the date and, if endorsed on the restated articles, the hour of filing with him.
C. 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 state bank.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1985, No. 359, §1, eff. July 9, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:234. Special amendment provisions

RS 6:234 - Special amendment provisions
A.(1) If authorized by the articles, the board may establish a series of shares of any class and may adopt an amendment to the articles fixing the preferences, limitations, and relative rights of the shares of any class, or establishing, and fixing variations in relative rights and preferences as between a series of any preferred or special class. Unless otherwise provided in the articles, the number of shares of any such series to which such amendment applies may be increased, but not above the total number of authorized shares of the class, or decreased, but not below the number of shares thereof then outstanding, by an amendment likewise adopted by the board. In case the number of such shares shall be decreased, the number of shares constituting the decrease shall resume the status of authorized but unissued shares.
(2) When no shares of any such class or series are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, the board may adopt an amendment eliminating from the articles any or all matters set forth in any amendment previously adopted by the board with respect to such class or series. Unless otherwise provided in the articles, if no shares have been issued of a class or series established by an amendment to the articles adopted by the board, and there exists no binding commitment to issue any such shares of such class or series, the preferences, limitations, and relative rights thereof may be amended by a further amendment to the articles adopted by the board.
(3) Prior to the adoption of an amendment by the board of directors in accordance with this Section, such amendment shall be submitted to the commissioner for approval in the same manner as provided for in R.S. 6:231.
B. In case of an amendment pursuant to Subsection A of this Section, appropriate articles of amendment, reciting the relevant facts and the articles have been amended as provided in this Section shall forthwith be executed, acknowledged, and filed by the proper officers of the state bank in the manner provided in R.S. 6:232.
Acts 1997, No. 965, §1; Acts 2001, No. 915, §1, eff. June 26, 2001.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:721. Method of amending articles generally

RS 6:721 - Method of amending articles generally
An association may, in the manner provided for state banks in Part III of Subchapter A of Chapter 3 of this Title, amend and restate its articles of incorporation.
Acts 1970, No. 234, §1. Acts 1983, No. 675, §1; Acts 2003, No. 17, §1, eff. May 23, 2003; Acts 2003, No. 60, §1, eff. May 23, 2003; Acts 2003, No. 577, §1, eff. June 27, 2003.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:241. General corporate powers

RS 6:241 - General corporate powers
A. A state bank may be organized to exercise the powers provided in this law and such other general powers as are appropriate to its purpose.
B. A state bank shall, without specific mention thereof in its articles of incorporation, have all the powers conferred by this law and the following general corporate powers:
(1) To have and enjoy succession by a corporate name to be selected by it and by that corporate name to contract and to appear as a natural person in all courts of justice and elsewhere.
(2) To receive, hold, purchase, acquire, and convey by and under its corporate name any property including bonds, stocks, and securities of the United States of America, of any of the states, or of any corporation, board, or body, public or private, as may be necessary, proper, or convenient to the objects of the bank and to exercise in relation thereto all the direct and incidental rights of ownership. State banks may lawfully purchase, acquire, hold, and convey, unless acting as trustee or agent, immovable property only in accordance with the provisions of this Chapter.
(3) To make and use a corporate seal.
(4) To name and appoint such officers and directors to administer the affairs of the state bank as it thinks necessary and proper, to establish the number and title of the directors or officers, and to fix the compensation of all persons in its employment.
(5) To make bylaws for the proper management of the affairs of the state bank as may be necessary and proper and in conformity with the banking law set out in this Title and the articles of incorporation, and to repeal or amend the bylaws.
(6) To accept and execute trusts or agencies of any description which may be committed or transferred with its consent to it by any person whomsoever or by any court of this state, of the United States of America, or of any state, territory, or possession thereof.
(7) To invest the funds of persons of which such bank has been appointed tutor or curator in any common trust fund established by such bank under the provisions of R.S. 9:2128, such investments to be administered in conformity with that Section.
(8) To become a member of the Federal Reserve Bank or the Federal Home Loan Bank and to purchase stock or securities thereof or deposit money therewith, and to comply with any other condition of membership or credit.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1991, No. 340, §1, eff. July 6, 1991.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:244. Transfers by bank and other acts in contemplation of insolvency

RS 6:244 - Transfers by bank and other acts in contemplation of insolvency
A. The following, when made with a view to prevent the application of the assets of any state bank in the preference of one creditor to another, shall be utterly null and void:
(1) All transfers of the notes, bonds, bills of exchange, or other evidences of debt owing to such state bank, or of deposits to its credit.
(2) All assignments of mortgages, sureties on real estate, or of judgments or decrees in its favor.
(3) All deposits of money, bullion, or other valuable thing for its use, or for the use of any of its shareholders or creditors.
(4) All payments of money to either its shareholders or creditors, made after the commission of an act of insolvency, or in contemplation thereof.
B. No attachment, injunction, or execution shall be issued against such bank or its property before final judgment in any suit, action, or proceeding in any court.
Acts 1990, No. 528, §1.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:245. Changes in core business

RS 6:245 - Changes in core business
A. Whenever a state-chartered financial institution, or holding company thereof, intends to materially change its core business as conducted at the time of its last safety and soundness examination or filing pursuant to this Section, whichever is later, it shall provide notice to the commissioner at least forty-five days prior to implementation.
B. If the commissioner does not raise an objection or defer his decision in writing, within forty-five days of receipt of the written notice of intent, the financial institution or holding company may proceed with its plans.
C. The commissioner shall have the authority to promulgate or establish rules, regulations, notifications, filing procedures, instructions, and fees as he deems necessary to carry out the provisions of this Section.
Acts 2003, No. 570, §1, eff. June 27, 2003.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:246. Bank operating subsidiaries

RS 6:246 - Bank operating subsidiaries
A. A state bank may, through a wholly-owned operating subsidiary, conduct any activity or make any investment that the state bank is authorized to conduct or make under state or federal law. A state bank that establishes a subsidiary in accordance with this Subsection shall provide the commissioner written notice within thirty days after establishing the subsidiary or commencing the new activity in the subsidiary.
B. Except as provided in Subsection A of this Section, a state bank shall obtain written approval from the commissioner in order to conduct any activity through a subsidiary.
Acts 2019, No. 16, §1.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:251. Classes of shares; fractional shares

RS 6:251 - Classes of shares; fractional shares
A. The shares of a state bank may be divided into classes with such designations, voting powers, preferences, dividend or other relative rights or restrictions, limitations, or qualifications as may be provided in the articles, with the prior approval of the commissioner. The state bank may issue shares with optional or conversion rights according to the provisions of R.S. 6:254. The state bank may issue shares of any preferred or special class in series with such designations of series and such variations in the relative rights and preferences as between series as fixed in the articles.
B. All of the shares shall have a par value as provided in the articles.
C. Except as provided in the articles and referred to in the certificate of stock, each share shall be in all respects equal to every other share.
D.(1) Except as otherwise provided in the articles, a state bank may, but shall not be obliged to, issue certificates for fractional shares and by action of its board of directors may, but shall not be obliged to, issue in lieu thereof scrip in registered or bearer form which may be void if not exchanged for full shares within a limited time stated therein or may provide that after a limited time stated therein the aggregate shares represented by scrip will be sold for account of the holders thereof.
(2) The holder of fractional-share certificates or scrip shall be entitled to receive a certificate for a full share upon the surrender, within any limited time stated therein, of fractional-share certificates or scrip aggregating a full share. Unless otherwise provided in the articles, the holder of a fractional-share certificate shall, but the holder of scrip shall not, have all rights of a stockholder except voting rights.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:252. Issuance of shares; consideration

RS 6:252 - Issuance of shares; consideration
A. Shares shall be issued initially for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed in the articles as approved by the commissioner. All fully paid shares shall be nonassessable except as provided in R.S. 6:262.
B. Shares issued in payment of a stock dividend, pursuant to exercise of conversion rights, or 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 issued otherwise than as stated in Subsection B of this Section shall be paid in cash before the shares are issued. 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.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:253. Reservation of shares

RS 6:253 - Reservation of shares
A state bank shall reserve from its authorized but unissued shares sufficient shares to meet its issuance obligations under subscription rights, warrants, options, and conversion privileges.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:254. Convertible securities and stock-purchase rights

RS 6:254 - Convertible securities and stock-purchase rights
A. Unless the articles provide otherwise and with prior notice to the commissioner, the board of directors of a state bank 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 state bank 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. No shares shall be issued pursuant to the 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 stockholders; 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 percent of the total voting power, authorized by vote of at least two-thirds of the directors in office.
C. Such conversion or option rights shall be exercisable at such price as determined by the board of directors or by the stockholders by vote of a majority of the voting power present if the articles reserve to the stockholders the right to fix the consideration for issuance of the shares.
D. Converted shares shall be cancelled.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1997, No. 965, §1; Acts 2001, No. 915, §1, eff. June 26, 2001.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:255. Certificates of stock

RS 6:255 - Certificates of stock
A. Shares must be represented by certificates of stock unless the issuing corporation is a participant in the Direct Registration System, or its successor, of the Depository Trust & Clearing Corporation, then shares need not be represented by certificates of stock. Unless expressly provided elsewhere, the rights and obligations of shareholders are not affected regardless of whether the shares are represented by certificates of stock.
B. At a minimum each share certificate shall state on its face:
(1) The name of the issuing corporation and that the corporation is organized under the laws of this state.
(2) The name of the person to whom issued.
(3) The number and class of shares and the designation of the series, if any, the certificate represents.
C. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designation, relative rights, preferences, and limitations applicable to each class and the variation in rights, preferences, and limitations determined for each series and the authority of its board of directors to determine variations for future series shall be summarized on the front or back of each certificate. Alternatively each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
D. Each share certificate shall be signed, either manually or in facsimile, by either:
(1) Two officers designated in the bylaws.
(2) The clerk and an officer designated in the bylaws.
(3) The corporation's board of directors.
E. A share certificate may bear the corporate seal or its facsimile.
F. If the person who signed a share certificate pursuant to Subsection D no longer holds office when the certificate is issued, the certificate is nevertheless valid.
G. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series of shares without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
H. Within a reasonable time after the issue or transfer of shares without certificates, the corporation or its agent shall send the shareholder a written statement of the information required on certificates by Subsections B and C and, if applicable, R.S. 6:257.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 2005, No. 97, §1.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:256. Transfer of shares

RS 6:256 - Transfer of shares
A. The transfer of certificates of stock and the shares represented thereby may be regulated by bylaws not inconsistent with the provisions of the articles or other provisions of the law.
B. A state bank may employ a transfer agent to keep a share register and to record transfers of shares therein, and acts of the agent shall be binding on the state bank. The duties and liabilities of the agent shall be such as may be agreed to by the state bank.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:257. Restriction on transfer of shares and other securities

RS 6:257 - Restriction on transfer of shares and other securities
A. For purposes of this Section, "share" includes a security convertible into or carrying a right to subscribe or acquire shares.
B. A corporation's articles of incorporation or bylaws, an agreement among shareholders or an agreement between shareholders and the corporation, may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
C. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transfer1 of the holder if the restriction is authorized by this Section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by R.S. 6:255(H). Unless so noted, a restriction is not enforceable against a person who has no knowledge of the restriction.
D. A restriction on the transfer or registration of transfer of shares is authorized for any of the following:
(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders.
(2) To preserve exemptions under federal or state securities law.
(3) For any other reasonable purpose.
E. A restriction on the transfer or registration of transfer of shares may do any of the following:
(1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares.
(2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares.
(3) Require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares if the requirement is not manifestly unreasonable.
(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons if the prohibition is not manifestly unreasonable.
Acts 2005, No. 97, §1.
1As appears in enrolled bill. Should be "transferee".
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:261. Accounting procedures

RS 6:261 - Accounting procedures
A. Upon initial issuance of shares, that part of the consideration received therefor which is equal to the par value thereof shall be allocated to capital stock, and the remainder shall be allocated to surplus.
B. Except as otherwise provided in R.S. 6:263 and 416, a state bank may transfer from or reduce its capital stock or surplus only in conformity with written permission of the commissioner.
C. Repealed by Acts 2003, No. 570, §2, eff. June 27, 2003.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1997, No. 966, §1; Acts 2001, No. 915, §1, eff. June 26, 2001; Acts 2003, No. 570, §2, eff. June 27, 2003.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:262. Impairment of capital; special meeting; notice to restore capital; assessments against stockholders; voluntary restoration

RS 6:262 - Impairment of capital; special meeting; notice to restore capital; assessments against stockholders; voluntary restoration
A. If the commissioner believes after examination that the capital of any bank is impaired, he shall immediately call a special meeting of its board of directors, notify them of the result of the examination and of his findings thereon, certify to the amount of the impairment of capital as of the date of the examination which revealed the impairment, and shall then direct the deficient bank to make good the impairment of its capital within sixty days.
B.(1) Upon receipt of the notice and upon authorization by majority vote of the board of directors, the board shall levy a special assessment against every stockholder of record for the amount required to remedy the impairment. Notice of the assessment shall be sent by registered or certified mail to each stockholder at his place of residence as evidenced by the stockholder records of the bank.
(2) Each stockholder shall have thirty days from the date the notice is sent to pay in full the amount of the assessment. If, at the expiration of the thirty days, a stockholder has failed or refused to pay the required assessment, the stockholder may not be assessed personally, but the board of directors shall declare his stock to be in default and shall proceed to sell his shares. The sale price shall not be less than the assessment levied on the stock. Upon receipt of the sale price and payment of the assessment, the excess shall be paid over to the defaulting stockholder who shall thereupon surrender his stock certificate.
C. Notwithstanding the provisions of Subsection B, the state bank may raise the necessary funds by other methods with prior approval of the commissioner.
D. The commissioner may suspend the certificate of authority of the bank until the capital is restored if he finds that the capital is severely impaired or that the impairment results in an unsafe and unsound condition.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1985, No. 359, §1, eff. July 9, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:271. Stockholders' preemptive rights

RS 6:271 - Stockholders' preemptive rights
A. Stockholders shall have only such preemptive rights as may be provided in the articles. If the articles provide simply that "stockholders shall have preemptive rights", then:
(1) 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. 6:252 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.
(2) A stockholder shall have no preemptive right to subscribe for shares:
(a) Which are to be issued for consideration other than cash.
(b) Which are to be issued to satisfy conversion or option rights.
(c) Which are issued pursuant to an employee benefit plan.
(3) Shares which have been offered to stockholders 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, sold to, or subjected to rights or options in favor of, any other person or persons at a price not less than that at which they were offered to such stockholders.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:273. Quorum

RS 6:273 - Quorum
A. A stockholders' meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present.
B. Except as otherwise provided in this Chapter or in the articles or bylaws:
(1) The presence, in person, by remote communication as provided in R.S. 12:1-709, or by proxy, of the holders of the majority of the total voting power shall constitute a quorum, except that in no event shall a quorum consist of less than one-fourth of the total voting power.
(2) The stockholders present or represented at a duly organized meeting shall constitute a quorum and may continue to do business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum as fixed in Paragraph (1) of this Subsection or in the articles or bylaws or the refusal of any stockholders present to vote.
(3)(a) If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine, subject however, to the provisions of R.S. 6:272(C).
(b) 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 Subsection or in the articles or bylaws, shall nevertheless constitute a quorum for the purpose of electing directors.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 2021, No. 23, §1, eff. June 1, 2021.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:275. Consent of stockholders

RS 6:275 - Consent of stockholders
A. Whenever by any provision of law, the articles, or the bylaws the affirmative vote of stockholders is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the stockholders having voting power on the particular question shall be sufficient for the purpose without necessity for a meeting of stockholders.
B. If the articles provide that such consent may be signed by fewer than all of the stockholders having voting power on any question, the consent need be signed only by stockholders holding that proportion of the total voting power on the question that is required by the articles or by law, whichever requirement is higher.
C. The consent, together with a certificate by the secretary of the board to the effect that the subscribers to the consent constitute all or the required proportion of the stockholders entitled to vote on the particular question, shall be filed with the records of proceedings of the stockholders. If the consent is signed by fewer than all of the stockholders having voting power on the question, prompt notice shall be given to all of the stockholders of the action taken pursuant to the consent.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:276. Fixing record date

RS 6:276 - Fixing record date
A. For the purpose of determining stockholders entitled to notice of and to vote at a meeting, to receive a dividend, to receive or exercise subscription or other rights, or to participate in a reclassification of stock, or in order to make a determination of stockholders for any other proper purpose, the board of directors may fix in advance a record date for determination of stockholders for such purpose, such date to be not more than sixty days, or such shorter period as the bylaws may prescribe, and, if fixed for the purpose of determining stockholders 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 stockholders is to be taken.
B. Except as the board may provide otherwise, if no record date is fixed for the purpose of determining stockholders 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, the close of business on the day before the meeting shall be the record date for such purpose, or for any other purpose, the close of business on the day on which the board of directors adopts the resolution relating thereto shall be the record date for such purpose.
C. A determination of stockholders entitled to notice of and to vote at a meeting shall apply to any adjournment thereof unless otherwise provided by the board of directors.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:278. Registered holder of shares

RS 6:278 - Registered holder of shares
Except as otherwise provided in the articles or bylaws, a state bank and its directors, officers, and agents may recognize and treat a person registered on its records as the owner of shares, as the owner in fact thereof for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such shares; and rights under this Section shall not be affected by any actual or constructive notice which the state bank or any of its directors, officers, or agents may have to the contrary.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:279. Inspection of books and records of state banks; annual report to stockholders

RS 6:279 - Inspection of books and records of state banks; annual report to stockholders
A. Every stockholder, except a business competitor of the state bank as described in Subsection C, who has been the holder of record of at least two percent of all outstanding shares of a state bank for at least six months shall have the right to examine, in person or by agent or attorney, at any reasonable time and for any proper and reasonable purpose, books showing the amount of common stock subscribed, the names and residences of owners of stock, the amount of stock owned by each of them, the amount of said stock paid and by whom, the last transfer of said stock with the date of transfer, the names and residences of its officers, the records of proceedings of the stockholders, of the directors, and of the committees of the board, and the articles of incorporation and bylaws of the bank. Two or more stockholders, each of whom has been a holder of record of shares for the period aforesaid and whose aggregate holdings at least equal the percentage aforesaid, may join in such request and jointly exercise these rights.
B. Every stockholder, except a business competitor of the state bank as described in Subsection C, who has been a holder of record of at least twenty-five percent of all of the outstanding shares of the bank for at least six months shall have the right to examine in person, by agent or attorney, at any reasonable time and for any proper and reasonable purpose, any and all of the books and records of the bank, except files and records relating to credit information, loan transactions, and deposit accounts of individual customers of the bank, which records shall be deemed confidential and shall not be subject to stockholder inspection. Two or more stockholders, each of whom has been the holder of record of shares for at least six months and whose aggregate holdings equal at least twenty-five percent, may join in such request and jointly exercise these rights.
C. In the case of stock held or acquired by a business competitor of the state bank, or held by or through an interposed person for a business competitor, or a person who owns stock or is otherwise interested in a corporation which is a business competitor, the business competitor must own at least forty percent of the outstanding stock of the bank for a period of six months before he may demand the rights and privileges set forth in Subsections A and B.
D. A certified copy or a published copy of the bank's annual financial statement shall be made available to any stockholder upon request.
E. The owner of shares of a bank holding company of which the state bank is a subsidiary in the amounts required in this Section shall afford the owner of such shares the corresponding rights of examination with regard to the state bank subsidiary as are provided herein.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1986, No. 975, §1, eff. July 14, 1986; Acts 1987, No. 109, §1; Acts 1990, No. 226, §1, eff. July 3, 1990.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:281. Board of directors; powers, number, term

RS 6:281 - Board of directors; powers, number, term
A.(1) Subject to the provisions of its articles of incorporation and bylaws, all of the powers and duties of a state bank shall be vested in, and the business and affairs of the bank shall be managed by, a board of directors of not less than five nor more than thirty natural persons as established by the articles or bylaws.
(2) The initial board of directors shall be those named in the articles accepted by the commissioner.
(3) No amendments reducing the number of directors shall have the effect of shortening the term of any incumbent director.
(4) Unless otherwise provided by the articles, the directors of a state bank shall hold office for one year or until their successors are chosen and qualified. Except as otherwise provided in the articles or bylaws, a director may succeed himself. No director shall be elected for a longer single term than five years.
B. Except as provided in R.S. 6:282(C)(3), directors other than the initial directors named in the articles shall be elected by the stockholders.
C. The number, qualifications, compensation, term of office, manner of election, time and place of meeting, and powers and duties of the directors may, subject to the provisions of this law and subject to regulations of the commissioner, be prescribed by the articles or the bylaws.
D. The articles or bylaws may provide for the appointment of honorary, advisory, or emeritus members of the board of directors and prescribe the number of and compensation for those directors. Any person appointed to such position need not satisfy the eligibility requirements provided in R.S. 6:282(A). Honorary, advisory, or emeritus directors shall have no voting power on the board of directors. Any listing of such honorary, advisory, or emeritus directors must distinguish those directors from the bank's board of directors or indicate their advisory status.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:282. Board of directors; eligibility, election, oath

RS 6:282 - Board of directors; eligibility, election, oath
A. At least a majority of the board of directors shall be domiciliaries of Louisiana.
B. Before entering upon his duties, each director elected or appointed shall take an oath that he will administer the affairs of the bank honestly and with that degree of diligence, care, judgment, and skill as provided in R.S. 6:291(B) and that he will not knowingly violate or permit to be violated any law applicable to the state bank, and shall further declare whether or not he is a domiciliary of the state of Louisiana. This oath shall be subscribed to by the director taking and making it and shall be entered into the minutes of the next regular or special meeting of the board of directors. The oath shall be retained in the records of the bank for examination by the commissioner.
C.(1) The office of director shall become vacant if he dies or resigns.
(2) The board of directors or the commissioner 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, bylaws, or this Section.
(e) If he is convicted of a felony.
(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 stockholders to elect the full number of authorized directors, for an unexpired term, provided that the stockholders shall have the right, at any special meeting called for that purpose prior to such action by the board, to fill the vacancy.
D.(1) The stockholders, by vote of a majority of the total voting power at any special meeting called for that purpose, unless the articles provide for a greater amount, may 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.
(2) Whenever the holders of the shares 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 holders of the outstanding shares of that class or series or of those obligations, and not to the vote of the outstanding shares as a whole.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1993, No. 276, §1, eff. Oct. 1, 1993; Acts 1997, No. 66, §1; Acts 2001, No. 637, §1, eff. June 22, 2001.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:284. Committees of the board of directors

RS 6:284 - Committees of the board of directors
The board of directors may designate one or more committees, each committee to consist of two or more of the directors of the bank, which to the extent provided by resolution or in the articles or bylaws shall have the powers of the board of directors in the management of the business and affairs of the bank. Such committee or committees shall have such name or names as may be stated in the articles or bylaws or as may be determined, from time to time, by the board of directors. Any vacancy occurring in any committee shall be filled by the board of directors, but the chairman 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 or delegation of authority to any committee shall not relieve the directors of any responsibility otherwise imposed on them by law.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.
2023 Louisiana Laws › Revised Statutes › Title 6 - Banks and Banking › §6:284.1. Compliance review committees; privilege created

RS 6:284.1 - Compliance review committees; privilege created
A. A board of directors may create a compliance review committee for the purpose of establishing procedures for and engaging in self-evaluations, self-assessments, self-testing, and self-corrections with respect to compliance with applicable state and federal banking laws and regulations.
B. Notwithstanding any other provision of law to the contrary, the results of any such self-evaluation, self-assessment, self-testing, or self-correction, and any notes, reports, or work product derived therefrom, whether prepared by internal personnel or outside attorneys, accountants, third-party service providers, or consultants, shall be deemed privileged for all purposes and shall not be subject to discovery and shall not be admissible as evidence, unless specifically agreed to by the FDIC-insured financial institution, holding company, subsidiary, or affiliate, in any private, public, or administrative civil action brought against the FDIC-insured financial institution, its holding company, subsidiaries, or affiliates alleging noncompliance with or violation of applicable state and federal banking laws and regulations.
Acts 1995, No. 589, §1; Acts 2012, No. 35, §1.