2023 Louisiana Laws › Revised Statutes › Title 12 - Corporations and Associations › §12:237. Amendment of articles generally

RS 12:237 - Amendment of articles generally
A. A corporation may amend its articles in compliance with any method stipulated in its articles.
B. If the articles do not stipulate a method of amendment, or do not stipulate in detail the procedure for amendment thereof, an amendment altering the articles may be adopted by two-thirds in interest of the voting members present, at any annual or special meeting of members the notice of which set forth the proposed amendment or a summary of the changes to be made thereby. For purposes of this Subsection, a majority of the members shall constitute a quorum and a quorum must be present at the meeting at which the amendment to the articles is to be considered. The notice of such meeting must be transmitted to the members not less than thirty days prior to the meeting.
C. If an amendment would adversely affect the rights of the members of any class or series, then in addition to the vote required by Subsection B of this Section, the members of each class or series so affected by the amendment shall be entitled to vote as a class upon such amendment, whether or not by the terms of the articles members of such class or series are entitled to vote; and the vote of two-thirds in interest (or such larger or smaller proportion, not less than a majority in interest, as the articles may require) of the members of each class or series so affected by the amendment, present or represented at the meeting, shall be necessary to the adoption thereof. Except as otherwise provided in the articles, the rights of a member shall not be considered adversely affected unless the amendment (otherwise than as permitted by the articles) (a) alters or abolishes any of his preferential rights, (b) creates, alters or abolishes any right in respect of redemption of his shares, (c) alters or abolishes any preemptive right in respect of his shares, (d) creates or alters (other than to abolish) any restriction on transfer applicable to his shares or membership, or (e) excludes or limits his right as a member to vote on a matter, except as such right may be limited by voting rights given to new shares then being authorized of an existing or new class, or to members of a new class.
D. In the event that the duration of a corporation as fixed in the articles may heretofore have expired, or may hereafter expire, without any action having been taken with reference thereto, and without proceedings having been undertaken or instituted to dissolve and wind up the corporation, the articles may be so amended as to extend the duration of the corporation as specified in the articles, in the same manner and with the same force and effect as if the articles had been amended prior to the expiration of the duration of the corporation as set forth in the articles, except that if the corporation's name is no longer available for use by it, its name shall be changed appropriately. The declaration in the minutes of the meeting of the members at which the articles are amended by extending the duration of the corporation, that prior to the expiration of the duration of the corporation no action had been taken with reference thereto, and that no proceedings had been undertaken or instituted to dissolve and wind up the corporation, shall constitute prima facie evidence of those facts.
E. A corporation, whether or not the articles stipulate a method of amendment, may utilize the procedure established in this subsection if it has been unable to amend its articles either because sufficient voting members are not available to comply with the method of amendment stipulated in its articles, or because two-thirds of the voting members, as required by subsection B, are not available for a meeting for this purpose. The amendment may include ratification of amendments previously attempted, and ratification of acts done pursuant thereto, but no amendment adopted pursuant to this subsection may impair rights, privileges, or tenure of corporate existence.
(1) The board of directors or the de facto governing board may call a special meeting of the members to amend the articles. If twenty per cent in interest of the voting members petition for a meeting to amend the articles, the board of directors or de facto governing body shall call a meeting for this purpose.
(2) When a meeting to amend the articles is called, the members shall be given thirty days' written notice thereof. This notice shall describe the amendments proposed, and may be mailed to the members at their last addresses on the records of the corporation. Notice of the meeting shall be given also by advertisement, within thirty days before the meeting, in a daily paper published in the parish in which the corporation is domiciled, if there is such a paper. If no daily paper is published in the parish, notice shall be given by posting the same for thirty days in the principal meeting place of the corporation, if it has such a meeting place, or at the parish courthouse door otherwise.
(3) At the meeting, the articles may be amended by vote of two-thirds in interest of the voting members present.
F. In lieu of the procedures for amendment of articles of incorporation hereinabove provided in this section, corporations organized or operating under this Chapter for religious purposes only, may amend their articles at a meeting of members of which thirty days' written notice has been given to all of the members at their last addresses on the records of the corporation. This notice shall contain a fair summary of the proposed amendment and shall designate the place and time of the meeting. At the meeting the articles may be amended by vote of two-thirds of the voting members present.
G. No amendment shall be made by any method which changes the corporation from one which is not permitted to distribute its net assets to its members on dissolution, to one which is permitted to distribute its net assets to its members on dissolution.
H. Notwithstanding any other provision of this Section or Chapter to the contrary, the members of a corporation present at any meeting for which notice is given pursuant to R.S. 12:230(C) and at which a quorum is established pursuant to R.S. 12:231(3) shall have full authority to amend the articles of the corporation and transact any business of the corporation, including authorizing and initiating a dissolution of the corporation pursuant to R.S. 12:249 through R.S. 12:250.1.
Acts 1968, No. 105, §1. Amended by Acts 1970, No. 50, §17, emerg. eff. June 18, 1970, at 5:05 P.M.; Acts 1989, No. 163, §1; Acts 1995, No. 465, §1.