reglab/statecodes huggingface dataset:
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:413. Consolidation

RS 12:413 - Consolidation
Any two or more cooperatives, each of which is hereinafter designated a "consolidating cooperative", may consolidate into a new cooperative, hereinafter designated the "new cooperative", by complying with the following requirements:
A. The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be first approved by the board of directors of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this Part and shall state:
(1) The name of each consolidating cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the Secretary of State;
(2) The name of the new cooperative and the address of its principal office;
(3) The names and addresses of the persons who shall constitute the first board of directors of the new cooperative;
(4) The terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into membership in the new cooperative and the issuance of certificates of membership in respect of such converted memberships; and
(5) Any provisions not inconsistent with this Part deemed necessary or advisable for the conduct of the business and affairs of the new cooperative.
B. The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of directors of each consolidating cooperative then shall be submitted to a vote of the members thereof at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of each consolidating cooperative voting thereon at such meeting.
C. Upon such approval by the members of the respective consolidating cooperatives, articles of consolidation in the form approved shall be executed by authentic act on behalf of each consolidating cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of consolidation and affidavits shall be submitted to the Secretary of State for filing as provided in this Part.
Renumbered from R.S.1950, §12:313 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:414. Merger

RS 12:414 - Merger
Any one or more cooperatives, each of which is hereinafter designated a "merging cooperative," may merge into another cooperative, hereinafter designated the "surviving cooperative," by complying with the following requirements:
A. The proposition for the merger of the merging cooperatives in the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of directors of each merging cooperative and by the board of directors of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this Part and shall state:
(1) The name of each merging cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the Secretary of State;
(2) The name of the surviving cooperative and the address of its principal office;
(3) The names and addresses of the persons who shall constitute the first board of directors of the surviving cooperative;
(4) A statement that the merging cooperatives elect to be merged into the surviving cooperative;
(5) The terms and conditions of the merger and mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted membership; and
(6) Any provisions not inconsistent with this Part deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative.
B. The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of directors of the respective cooperatives, parties to the proposed merger, then shall be submitted to a vote of the members of each such cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of each cooperative voting thereon at such meeting.
C. Upon such approval by the members of the respective cooperatives, parties to the proposed merger, articles of merger in the form approved shall be executed by authentic act on behalf of each such cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this Section were duly complied with by such cooperative. Such articles of merger and affidavits shall be submitted to the Secretary of State for filing as provided in this Part.
Renumbered from R.S.1950, §12:314 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:415. Effect of consolidation or merger

RS 12:415 - Effect of consolidation or merger
The effect of consolidation or merger shall be:
A. The several cooperatives, parties to the consolidation or merger, shall be a single cooperative which, in the case of a consolidation, shall be the new cooperative provided for in articles of consolidation, and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, shall cease.
B. The new or surviving cooperatives shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a cooperative organized under the provisions of this Part, and shall possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action, of each of the consolidating or merging cooperatives, and furthermore all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged, shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate or any interest therein, under the laws of this state vested in any such cooperatives shall not revert or be in any way impaired by reason of such consolidation or merger.
C. The new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged, and any claim existing, or action or proceeding pending, by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place.
D. Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger.
E. In the case of a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of merger, the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.
Renumbered from R.S.1950, §12:315 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:417. Initiative by members

RS 12:417 - Initiative by members
Notwithstanding any other provision of this Part, any proposition embodied in a petition signed by not less than ten per centum of the members of a cooperative, together with any document submitted with such petition to give effect to its proposition, shall be submitted to the members of a cooperative, either at a special meeting of the members held within forty-five days after the presentation of such petition, or, if the date of the next annual meeting of members falls within ninety days after such presentation or if the petitioner so requests, at such annual meeting. The approval of the board of directors shall not be required in respect of any proposition or document submitted to the members pursuant to this section and approved by them, but such proposition or document shall be subject to all other applicable provisions of this Part. Any affidavit or affidavits required to be filed with any such document pursuant to applicable provisions of this Part shall, in such cases, be modified to show compliance with the provisions of this section.
Renumbered from R.S.1950, §12:317 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:417.1. Corporate records; disclosure; right of members to inspect

RS 12:417.1 - Corporate records; disclosure; right of members to inspect
A cooperative shall maintain for inspection by any member of the cooperative or his attorney during regular office hours every contract or agreement of a value in an amount in excess of fifteen thousand dollars. Each person or legal entity which is a party to any such contract or agreement with a cooperative shall submit a sworn statement disclosing any business or personal relationship which exists with a director or officer of that cooperative. The sworn statement shall be attached to all such contracts or agreements.
Added by Acts 1983, No. 636, §1, eff. July 19, 1983.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:419. Filing of articles

RS 12:419 - Filing of articles
A. Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, as the case may be, when executed by authentic act shall be presented to the secretary of state for filing in the records of his office. If the secretary of state shall find that the articles presented conform to the requirements of this Part, he shall, upon payment of a fee as provided in R.S. 49:222, file the articles so presented in the records of his office, and upon such filing, the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for therein shall be in effect.
B. The cooperative or corporation shall deliver a certified copy thereof to the recorder of mortgages or clerk of court of the parish in which the principal office of each cooperative or corporation affected by such incorporation, amendment, consolidation, merger, conversion, or dissolution shall be located. The recorder of mortgages or clerk of court of any parish upon receipt of any such certified copy, shall file and index the same in the records of his office, but the failure of the secretary of state or of the recorder of mortgages or clerk of court of the parish to comply with the provisions of this Section shall not invalidate such articles. The provisions of this Section shall also apply to certificates of election to dissolve and affidavits of compliance executed pursuant to R.S. 12:418(B).
Acts 1989, No. 143, §1; Acts 2008, No. 913, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:421. Disposition of property

RS 12:421 - Disposition of property
A cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than a majority of all of the members of the cooperative. However, notwithstanding anything herein contained, or any other provisions of law,
(1) The board of directors may sell, lease or otherwise dispose of all or a substantial portion of such property to another cooperative authorized to transact business in the state pursuant to this Part upon the authorization of a majority of those members of the cooperative present at a duly held meeting of the members thereof and
(2) The board of directors of the cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed of trust or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired, or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative to the United States of America or any agency or instrumentality thereof, or to any bank, insurance company, or other lending institution, any provision of the articles of incorporation or bylaws of a cooperative to the contrary notwithstanding.
Renumbered from R.S.1950, §12:321 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1970, No. 14, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:422. Non-liability of members for debts of cooperative

RS 12:422 - Non-liability of members for debts of cooperative
The private property of the members of a cooperative shall be exempt from execution for the debts of the cooperative and no member shall be liable or responsible for any debts of the cooperative.
Renumbered from R.S.1950, §12:322 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:423. Recordation of mortgages and conveyances

RS 12:423 - Recordation of mortgages and conveyances
Notwithstanding the provisions of any other Part, upon the recordation as a mortgage on real property of any mortgage, deed of trust, or other instrument executed by a cooperative or foreign corporation authorized to transact business in this state pursuant to this Part, which, by its terms creates a lien upon both real and personal property then owned or after-acquired, the lien thereof shall attach to all property of such cooperative then owned, described in such mortgage, deed of trust or other instrument and to all after-acquired property described therein immediately upon the acquisition thereof by such cooperative and the lien so created shall be superior to all claims of creditors of such cooperative and purchasers of such property and to all other liens affecting such property, except liens of prior record.
Renumbered from R.S.1950, §12:323 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:424. Waiver of notice

RS 12:424 - Waiver of notice
Whenever any notice is required to be given under the provisions of this Part or under the provisions of the articles of incorporation or by-laws of a cooperative, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time fixed for the giving of such notice, shall be deemed equivalent to such notice. If a person or persons entitled to notice of a meeting attends such meeting, such attendance shall constitute a waiver of notice of the meeting, except in case the attendance is for the express purpose of objecting to the transaction of any business because the meeting has not been lawfully called or convened.
Renumbered from R.S.1950, §12:324 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:425. Taxation

RS 12:425 - Taxation
Each cooperative shall pay annually, on or before the first day of July, to the department of revenue, a fee of ten dollars for each one hundred persons or fraction thereof to whom electricity is supplied within the state by it, but shall be exempt from all other excise and income taxes whatsoever.
Renumbered from R.S.1950, §12:325 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:427. Securities law exemption

RS 12:427 - Securities law exemption
The provisions of Part X of Chapter 2 of Title 51 shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative pursuant to this Part to the United States of America or any agency or instrumentality thereof, or to any bank, insurance company, or other lending institution, or to any mortgage or deed of trust executed to secure the same. The provisions of said Part shall not apply to the issuance of membership certificates by any cooperative.
Renumbered from R.S.1950, §12:327 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969. Amended by Acts 1970, No. 14, §2.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:428. Acquisition of servitudes

RS 12:428 - Acquisition of servitudes
A cooperative shall acquire a servitude on an immovable, unless such immovable is owned by the federal or state government or any agency or subdivision thereof, for the operation and maintenance of its electric transmission and distribution lines, along, upon, under or across any such immovable by virtue of the uninterrupted maintenance of such lines without the written or other consent of the owner thereof, along, upon, under or across the immovable for a period of one year; provided such servitude and operation does not interfere with the use of said property by other public utilities; provided further that in all cases where the written consent of the owner for the establishment of a servitude has been obtained and a line has been constructed along, upon, under or across the property under said consent it is not necessary that the written consent be recorded in the conveyance or other records of the parish where the property is located in order to make the servitude effective as to third parties.
Renumbered from R.S.1950, §12:328 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:429. Construction

RS 12:429 - Construction
This Part shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods or things.
Renumbered from R.S.1950, §12:329 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:430. Short title

RS 12:430 - Short title
This Part of this Chapter shall be known and may be referred to by the short title: "Electric Cooperative Law."
Renumbered from R.S.1950, §12:330 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:430.2. Reporting on broadband high-speed internet access

RS 12:430.2 - Reporting on broadband high-speed internet access
On March 1, 2021, and every March thereafter, each cooperative, or the statewide or trade association of each cooperative, shall submit a written report to the Senate Committee on Commerce, Consumer Protection and International Affairs and the House Committee on Commerce regarding any impediments to providing broadband high-speed internet access to rural residents. The information in the report shall include, at a minimum, the number of broadband affiliates and broadband service providers who have requested to use a cooperative's electric delivery system and the number of broadband operators, including any broadband affiliate, who have accessed a cooperative's electric delivery system to deploy broadband to rural residents in the state.
Acts 2020, 1st Ex. Sess., No. 16, §1, eff. July 13, 2020.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:441. Sea Food Marketing Associations authorized

RS 12:441 - Sea Food Marketing Associations authorized
Cooperative Sea Food Marketing Associations may be organized under this Part. These associations shall be deemed nonprofit, inasmuch as they are not organized to make profits for themselves, as such, or for their members, as such, but only for their members as producers.
Renumbered from R.S.1950, §12:351 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:442. Purpose of legislation

RS 12:442 - Purpose of legislation
It is hereby declared that this Part was enacted in order to promote, foster and encourage the intelligent and orderly marketing of sea food products, skins and furs through cooperation, eliminate speculation, unnecessary middlemen and waste, make the distribution of sea food products, skins and furs as direct as can be efficiently done between producer and consumer, and to stabilize the marketing of such products, and skins and furs.
Renumbered from R.S.1950, §12:352 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:443. Terms defined

RS 12:443 - Terms defined
As used in this Part:
(1) "Association" means an association organized under this Part.
(2) "Member" means an actual member of an association without capital stock and the holder of common stock in an association organized with capital stock.
(3) "Person" includes individuals, firms, partnerships, corporations, and associations.
(4) "Sea food products" include shrimp, clams, fish, crabs, lobsters, and all other sea foods, as well as all by-products of sea foods.
(5) "Skins and furs" include all the skins and furs of all quadrupeds valuable for their skins or furs, including but not limited to alligators, minks, otter, muskrats, beaver, raccoons, opossums, weasels, spotted skunks, or "civet cats".
Renumbered from R.S.1950, §12:353 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1999, No. 341, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:444. Persons who may organize

RS 12:444 - Persons who may organize
Ten or more persons, a majority of whom are residents of this state, engaged in the catching, gathering, or the production of seafood products and skins and furs, may form an association, with or without capital stock, under the provisions of this Part.
Renumbered from R.S.1950, §12:354 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1999, No. 341, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:445. Activities in which association may engage

RS 12:445 - Activities in which association may engage
An association may be organized to engage in any activity in connection with the marketing or selling of seafood products and skins and furs of its members, or with the catching, gathering, preserving, drying, processing, manufacturing, canning, packing, grading, storing, handling, shipping, or utilizing thereof, or the manufacturing or marketing of byproducts thereof; or in connection with the manufacturing, selling, or supply to its members of machinery, equipment, or supplies; or more than one of the activities specified herein; or in the financing of the above enumerated activities.
Renumbered from R.S.1950, §12:355 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1999, No. 341, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:446. Powers of association

RS 12:446 - Powers of association
Each association shall have the following powers:
(1) To engage in any activity in connection with the marketing or selling of the sea food products and skins and furs belonging to its members, or with the catching, gathering, preserving, drying, processing, manufacturing, canning, packing, grading, storing, handling or utilization of any sea food products or skins or furs produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring, or use, by its members of supplies, machinery or equipment, or in the financing of any such activities; or in any one or more of the activities specified in this section. No associations shall handle the sea food products or skins or furs belonging to any non-member, except as may be necessary and incidental to the handling of the products of the members; and in any case, the value of the products of non-members so handled, shall not exceed the value of the products handled by the association for its members.
(2) To borrow money and to make advances to members.
(3) To act as agent or representative of any member or members in any of the above mentioned activities.
(4) To purchase or otherwise acquire and to hold, own, and exercise all rights of ownership in, and to sell, transfer or pledge or guarantee the payment of dividends or interest on, or the retirement or redemption of shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing or handling or marketing of any of the products handled by the association.
(5) To establish reserves and to invest the funds in bonds or such other property as may be provided in the bylaws.
(6) To buy, hold and exercise all privileges of ownership, over such movable or immovable property as may be necessary or convenient for the conducting and operating of any of the business of the association or incidental thereto.
(7) To do everything necessary, suitable, or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated; or conducive to or expedient for the interest or benefit of the association; and to contract accordingly; and, in addition, to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized, or to the activities in which it is engaged; and to do any such thing, anywhere.
(8) To sue and be sued, prosecute and be prosecuted to judgment, in any suit before any court.
Renumbered from R.S.1950, §12:356 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:447. Members

RS 12:447 - Members
A. Under the terms and conditions prescribed by its bylaws, an association may admit as members, or issue common stock or certificates of membership to such persons as are engaged in the business of catching, gathering, preserving, drying, processing, manufacturing, canning, packing, grading, storing, shipping, or utilization of seafood products, skins and furs, or the byproducts thereof, to be handled by or through the association. Certificates of membership issued by a nonstock association shall not be transferrable, and no person shall acquire common stock by operation of law or otherwise, except as provided herein.
B. If a member of a non-stock association is other than a natural person, such member may be represented by any individual, associate, officer, manager or member thereof, duly authorized in writing.
C. An association organized hereunder may become a member or stockholder of any other association organized hereunder.
Renumbered from R.S.1950, §12:357 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969; Acts 1999, No. 341, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:448. Articles of association

RS 12:448 - Articles of association
A. Each association formed under this Part shall prepare and file articles of association, setting forth:
(1) The name of the association, and the location and post-office address of its registered office, and the name and post-office addresses of its registered agents.
(2) The purposes for which it is formed.
(3) The term for which it is to exist, not exceeding fifty years.
(4) The number of directors thereof, which must not be less than five but may be any number in excess thereof, and the term of office of such directors.
(5) If organized without capital stock, whether the property rights and interest of members shall be equal or unequal; the articles shall set forth the general rule or rules applicable to all members by which property rights and interests, respectively, of each member may and shall be determined and fixed; and provision to be made for the admission of new members, who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules.
(6) If organized with capital stock, the amount of such stock and the number of shares into which it is divided and the par value thereof. The capital stock may be divided into preferred and common stock. If so divided, the articles of association must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted, and the nature and definite extent of the preference and privileges granted.
B. The articles must be subscribed by the incorporators and acknowledged by one of them before an officer authorized by the law of this state to take and certify acknowledgments. The articles shall be filed for record in the office of the secretary of state, and thereafter shall be filed and recorded in the clerk of court's office in the parish where the registered office of the association is located. Corporate existence shall begin as soon as the articles shall have been filed and recorded as hereinabove provided.
Acts 1989, No. 103, §1.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:449. Amendments to articles of association

RS 12:449 - Amendments to articles of association
The articles of incorporation may be altered or amended at any regular meeting, or at any special meeting called for that purpose. Any amendment must first be approved by two-thirds of the directors and must be then adopted by a vote of a majority of all members of the association. Amendments to the articles of incorporation, when so adopted, shall be filed in the same manner as required for the articles, in R.S. 12:448. Amendments shall be effective when filed in accordance with R.S. 12:448.
Renumbered from R.S.1950, §12:359 by Acts 1968, No. 105, §1, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:450. Bylaws

RS 12:450 - Bylaws
Each association incorporated under this Part, within thirty days after its incorporation, shall adopt for its government and management, a code of bylaws, not inconsistent with the powers granted by this Part. A majority vote of the members, or their written consent, shall be necessary to adopt such bylaws. Each association under its bylaws may also provide for:
(1) The time, place and manner of calling and conducting its meetings.
(2) The number of stockholders or members to constitute a quorum.
(3) The right of members to vote by proxy or by mail, or both, and the conditions, manner, form, and effect of such votes.
(4) The number of directors to constitute a quorum.
(5) The qualifications, and duties and term of office of directors and officers; the time of their election and the mode and manner of giving notice thereof.
(6) Penalties for violations of the bylaws.
(7) The amount of entrance, organization and membership fees, if any; the manner and method of collecting the same, and the purposes for which they may be used.
(8) The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member for service rendered by the association to him; and the marketing contract between the association and its members, which every member or stockholder shall be required to sign.
(9) The qualifications of members of the association and the conditions precedent to membership or ownership of common stock; the method, time and manner of permitting members to withdraw, or the holders of common stock, to transfer their stock; the manner of assignment and transfer of the interest of members, and of the shares of common stock; the conditions upon which, and the time when, membership of any member shall cease; the automatic suspension of the rights of a member when he ceases to be eligible to membership in the association; and the mode, manner and effect of the expulsion of a member; the manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or stockholder or upon the expulsion of a member or the forfeiture of his membership, or, at the option of the association, by conclusive appraisal by the board of directors. In case of the withdrawal or expulsion of a member, the board of directors shall appraise equitably and conclusively his property interest in the association and shall fix the amount thereof in money, which shall be paid to him at such time as may be fixed by the board of directors, but not beyond the termination of the current marketing agreement.
Renumbered from R.S.1950, §12:360 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:451. General and special meetings; how called

RS 12:451 - General and special meetings; how called
In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and ten per cent of the members, by petition setting forth the specific business to be brought before the association, may demand a special meeting at any time. Such meeting thereupon shall be called by the directors. Notice of each meeting, together with a statement of the purpose thereof, shall be mailed to each member at least five days prior to the meeting; provided, however, that the bylaws may require, instead, that such notice may be given by publication in a newspaper of general circulation, published at the location of the registered office of the association.
Renumbered from R.S.1950, §12:361 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:452. Board of directors

RS 12:452 - Board of directors
A. The affairs of the association shall be managed by a board of not less than five directors, elected by the members from their own members. The board shall have all rights and powers of the board of a business corporation organized under Chapter 1, and such other powers as may be necessary to the proper execution of this Part.
B. The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts. In such cases, the bylaws shall specify the number of directors to be elected by each district, the manner and method of re-appointing the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to elect the directors apportioned to such districts and that the results of all such primary elections shall be ratified by the next regular meeting of the association or that they may be considered final as to the association. Such directors shall represent primarily the interests of the general public in such association. Directors so appointed need not be members, but shall have the same powers and rights as the other directors. Such directors shall not number more than one-fifth of the entire number of directors.
C. The directors may provide a fair remuneration for the time actually spent by its officers, directors and employees in its service. No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members.
D. The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board. When a vacancy on the board of directors occurs, other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for an election of directors by districts. In such case, the board of directors shall immediately call special election, to be participated in by the members in that district, to fill the vacancy.
Renumbered from R.S.1950, §12:362 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:453. Election of officers

RS 12:453 - Election of officers
The directors shall elect a president, one or more vice-presidents, and a secretary and a treasurer. These officers need not be directors, or members of the association. The directors may combine the two latter officers and designate the combined office as that of secretary-treasurer. The treasurer may be a bank or any depository, and as such shall not be considered as an officer but as an agent of the board of directors. In such case, the secretary shall perform the usual accounting duties of the treasurer, excepting that the funds shall be deposited only as authorized by the board of directors.
Renumbered from R.S.1950, §12:363 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:454. Certificates of membership and shares of stock

RS 12:454 - Certificates of membership and shares of stock
A. When a member of an association established without capital stock, has paid his membership fee in full, he shall receive a certificate of membership.
B. No association shall issue a certificate of stock to a member until it has been fully paid for. The promissory note of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote or hold office.
C. Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association A member shall be liable for the sum remaining unpaid on his membership fee or on his subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof.
D. No stockholder of an association shall own more than one-tenth of the common stock of the association. An association, in its bylaws, may limit the amount of common stock which one member may own to any amount less than one-tenth of the common stock.
E. No member or stockholder shall be entitled to more than one vote. Any association organized with stock, may issue preferred stock, with or without right to vote. Such stock may be redeemable or subject to retirement by the association, on such terms and conditions as may be provided for by the articles of association. These conditions shall be printed on the stock certificates.
F. The bylaws shall prohibit the transfer of the common stock of the association to persons not engaged in the production of the sea food products handled by the association, and such restrictions shall be printed upon every certificate of stock.
G. The association, at any time except when the debts of the association exceed fifty per cent of the assets thereof, may buy or purchase its common stock, at the book value thereof as conclusively determined by the board of directors, and pay for it in cash within thirty days thereafter.
Renumbered from R.S.1950, §12:364 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:455. Removal of officer or director

RS 12:455 - Removal of officer or director
A. Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten per cent of the members, requesting the removal of the officer or director in question. The question of such removal shall be voted upon at the next regular or special meeting of the association and, by vote of the majority of the members, the association may remove the officer or director and fill the vacancy. The officer or director against whom such charges have been brought shall be informed in writing of the charges a reasonable time previous to the meeting, and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses. The person or persons so bringing charges against him shall have the same opportunity. But such officer or director may be suspended by a vote of two-thirds of the directors, pending the hearing of such charges.
B. If the bylaws provide for the election of directors by districts, with primary elections in each district, then the petition for removal of an officer or director must be signed by twenty per cent of the members residing in the district from which he was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the officer or director. By a vote of the majority of the members of that district, the officer or director in question shall be removed from office.
Renumbered from R.S.1950, §12:365 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:456. Referendum

RS 12:456 - Referendum
Upon demand of one-third of the entire board of directors, any matter approved or passed by the board shall be referred to the entire membership for decision at the next regular or special meeting; provided, however, that a special meeting may be called for the purpose.
Renumbered from R.S.1950, §12:366 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:457. Marketing contract

RS 12:457 - Marketing contract
A. The association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not in excess of ten years, all or any specified part of their sea foods or sea food products or commodities, exclusively to or through the association, or any facilities to be created by the association. If they contract a sale to the association, title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon delivery, or when put in merchantable condition, or at any other specified time, if expressly and definitely agreed in the contract.
B. The contract may provide that the association may sell or resell the products delivered by its members, with or without taking title thereto, and pay over to its members the re-sale price, after deducting all necessary selling, overhead and other expenses, as defined in said contracts, including interest on preferred stock, not exceeding eight per cent per annum, reserves for the retiring of stock, if any, other proper reserves, and interest not exceeding eight per cent per annum upon common stock.
Renumbered from R.S.1950, §12:367 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:458. Breach of contract or of bylaws

RS 12:458 - Breach of contract or of bylaws
A. The bylaws or the marketing contract of any association existing hereunder may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach or threatened breach by him of any provision of the bylaws or of the marketing contract regarding the sale or delivery or withholding of products, and may further provide that the members will pay all costs, premiums for bonds, expenses and fees in case any action is brought upon the contract by the association. These provisions shall be valid and enforceable in the courts of this state, and such clauses providing for liquidated damages shall be enforceable as such, and shall not be regarded as penalties.
B. In the event of any breach or threatened breach of such bylaws or marketing contract by a member or other person, the association shall be entitled to an injunction to prevent the breach or further breach of the bylaws or contract, and to specific performance relative thereto. Pending the adjudication of such an action and upon the filing a verified complaint showing the breach or threatened breach, together with a bond in the sum of one hundred dollars, the association shall be entitled to an injunction against the member or other person, provided, however, that the court in its discretion, may increase such bond to five hundred dollars, after a hearing, on five days notice to the parties.
Renumbered from R.S.1950, §12:368 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:459. Acquisitions of business, etc., and payment therefor

RS 12:459 - Acquisitions of business, etc., and payment therefor
Whenever an association organized or existing under this Part, with preferred capital stock, shall purchase the stock or any other property, or any interest in any property of any person, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest, shares of its preferred capital stock to an amount which, at par value, would equal a fair market value of the stock or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.
Renumbered from R.S.1950, §12:369 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:460. Conflicting laws not to apply

RS 12:460 - Conflicting laws not to apply
A. Any provisions of law which are in conflict with this Part, shall be construed as not applying to associations.
B. Any exemptions referring to taxes or otherwise, applying to sea food products in the possession or under control of the individual catcher, gatherer or producer, shall apply similarly to such products delivered by its members, in the possession or under control of the association; provided that nothing herein contained shall in any way affect the severance taxes imposed by law upon sea food products.
Renumbered from R.S.1950, §12:370 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.
2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:461. Limitation of use of term "co-operative"

RS 12:461 - Limitation of use of term "co-operative"
No person hereafter organized or doing business in this state, shall be entitled to use the word "Co-operative" as part of its corporate or other business name or title for producers' co-operative marketing activities, unless it has complied with the provisions of this Part.
Renumbered from R.S.1950, §12:371 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.