2023 Louisiana Laws › Revised Statutes › Title 40 - Public Health and Safety › §40:600.90. Officers of the corporation; duties; liability

RS 40:600.90 - Officers of the corporation; duties; liability
A. Executive director.
(1) Appointment.
(a) The board of directors of the corporation shall appoint an executive director of the corporation subject to confirmation by the Senate for a term not to exceed three years. Any person appointed shall meet all the requirements for being a member of the board of directors except for the requirement of R.S. 40:600.89(A)(2)(a).
(b) Any person whose appointment was not confirmed shall not be reappointed for confirmation for a period of two years.
(2) Duties; requirements.
(a) The executive director of the corporation shall manage the daily affairs of the corporation and shall have such powers and duties as specified by this Chapter and by the board of directors.
(b) The executive director shall not be a member of the board.
(c) The executive director of the corporation shall be terminated only for cause.
(d) The executive director shall administer, manage, and direct the affairs and business of the corporation, subject to the policies, control, and direction of the board of directors of the corporation.
B. The executive director shall submit a staffing plan to the board for its approval.
C. No officer or employee of the corporation shall be a member of the board.
D. The powers of the board.
(1) The powers of the corporation shall be vested in the board of directors.
(2) A majority of the members of the board currently serving shall constitute a quorum for the transaction of any business, and the presence of a quorum shall be required for the exercise of any power or function of the corporation. No vacant office shall be included in the determination of the number of members of the board necessary to establish a quorum.
(3) No action shall be taken by the board until such time as at least seven of the members have been appointed and have taken the oath of office.
(4) No vacancy in the board shall impair the rights of a quorum of the board to exercise any power or function of the corporation as provided in Paragraph (5) of this Subsection.
(5) Action may be taken by a quorum of the board upon an affirmative vote of a majority of the members present.
(6) The board may create and appoint members to any committee deemed necessary or beneficial to carrying out the duties of the board.
(7) The board may employ counsel to represent the board.
(8) The board may appoint and, so appointing, prescribe the duties of the officers as are named to assist in the operation of the corporation, including, but not limited to, a secretary or treasurer of the corporation. The offices and duties shall be included in the bylaws of the corporation.
E. The corporation shall be domiciled in Baton Rouge.
F. The corporation shall adopt bylaws for its own governance and internal organization, provided that such bylaws shall not conflict with any of the provisions of this Chapter or with any other law applicable to public bodies or agencies. Except to the extent in conflict with this Chapter, the corporation and its board shall be subject to the laws relative to meetings of public bodies, public records, and the Code of Governmental Ethics.
G. No member of the board of directors shall be civilly liable by reason of any act or omission committed or suffered in the performance of his duties as member of the board or with respect to the operations of the corporation, but any act, liability for omission, or obligation of a member in the performance of his duties or with respect to the operations of the corporation shall extend to the whole of the property of the corporation, or so much thereof as may be necessary or available to discharge such liability or obligation, and not otherwise.
H.(1) If any member of the board of directors or any officer or employee of the corporation shall have an interest, either direct or indirect, in any contract to which the corporation is, or is to be, a party, or in any lending institution requesting a loan from or offering to sell insured mortgage loans to the corporation, such interest shall be disclosed to the corporation in writing and shall be set forth in the minutes of the corporation.
(2) Notwithstanding the provisions of R.S. 42:1112, no member of the board of directors and no officer or employee having such interest shall participate in any action by the corporation, including but not limited to discussion and voting on any issue bearing on that interest. The member of the board of directors shall recuse himself from any action taken by the board of directors.
(3) Failure to make a disclosure required pursuant to this Subsection shall constitute misconduct in office.
I. Fiscal matters.
(1) The corporation shall operate from self-generated funds and shall not be a budget unit of the state.
(2) The corporation may receive state appropriations and the expenditure of such appropriated funds shall be subject to budgetary controls or authority of the division of administration.
(3) The corporation shall establish an operating budget for the use of its funds, subject to the favorable vote of two-thirds of the current membership of the board of directors of the corporation.
(4) The fiscal year for the corporation shall run concurrently with the fiscal year of the state.
(5) Any budget adopted for a fiscal year shall be effective for that fiscal year.
Acts 2011, No. 408, §1, eff. July 5, 2011; Acts 2013, No. 420, §5, eff. June 21, 2013.