Louisiana Administrative Code › Title 42 - LOUISIANA GAMING › Part IX - Landbased Casino Gaming › Subpart 1 - Economic Development and Gaming Corporation › Chapter 11 - Bylaws and Rules of Procedure › Section IX-1103 - Directors

Current through Register Vol. 50, No. 6, June 20, 2024
A. Number and
				  Classes of Directors. All of the corporate powers of the corporation shall be
				  vested in, and the business and affairs of the corporation shall be
				  administered by the board which consists of nine members, as more specifically
				  set forth in the Act. The governor shall appoint the chairman of the board and
				  the board shall annually elect a vice-chairman and a secretary from among its
				  members. The chairman shall conduct all meetings of the board, and, unless
				  appointed to a committee of the board as a regular member, shall be an
				  ex-officio, nonvoting member of each committee of the board . The vice-chairman
				  shall act in the absence of the chairman . The secretary shall give, or cause
				  to be given, notice of all meetings of directors and committees thereof,
				  immediately upon being directed by the persons responsible for providing
				  notice, and all other notices required by law or by these bylaws, and in case
				  of his or her absence or refusal or neglect to do so, any such notice may be
				  given by the director, directors or officer upon whose request the meeting is
				  called as provided in these bylaws. The secretary shall record or cause to be
				  recorded all the proceedings of the meetings of the directors and committees
				  thereof in a book or books to be kept for such purpose. The foregoing officers
				  of the Board shall also have such powers, duties, responsibilities and
				  authority as is granted to them by resolution of the Board.
B. Place of Meetings. Regular meetings of the
				  directors may be held at any place within the state of Louisiana as the board
				  may determine by vote of at least five members thereof. If the board does not
				  vote upon, or at least five directors cannot agree upon, a place for any
				  meeting, or if the notice of a meeting does not designate a location for such
				  meeting, such meeting shall be at the corporation's principal business office
				  located as stated in the corporation's corporate articles, as may be changed
				  from time to time in accordance with the corporate articles.
C. Regular Meetings of the Board. Regular
				  meetings of the board shall be held upon the call of chairman if the board by
				  resolution adopts a specific day or days of each week or month, as applicable,
				  for the regular meetings of the Board. No notice of any such regularly
				  scheduled meeting other than that required by
				  R.S.
				  42:7 shall be required to be delivered to any
				  member. Notice as required by
				  R.S.
				  42:7 shall be given of all meetings of the
				  board or any committee thereof by posting of a copy of the notice at the
				  principal business office of the corporation and by mailing or telecopying a
				  copy of the notice to any member of the news media who has requested notice of
				  meetings. Attendance at any meeting without objection to the notice thereof
				  prior to the conduct of the Business of such meeting shall constitute a waiver
				  of notice.
D. Special Meetings of
				  the Board. Special meetings of the board may be called at any time by call of
				  five or more of the members of the board or by the chairman subject to
				  providing the notice required by
				  R.S.
				  42:7.A.(2). Special meetings shall be held at
				  the principal business office of the corporation unless otherwise agreed to by
				  at least six members of the board . The effective date of any notice provided
				  with respect to a special meeting of directors shall not be affected by the
				  subsequent determination to hold a special meeting other than at the principal
				  business office.
E.
				  Reserved.
F. Notice of Meetings.
				  Notice of meetings of the board and committees thereof shall be given in
				  accordance with
				  R.S.
				  42:7.
G. Quorum, Proxies and Rules. At all meetings
				  of the board, the presence of five of the directors in office and qualified to
				  act shall constitute a quorum for the transaction of business, and the action
				  of a majority of the voting power present at any meeting at which a quorum is
				  present shall be the action of the board, unless the concurrence of a greater
				  proportion is required for such action by law, the corporate articles or these
				  bylaws and rules of procedure. If a quorum is not present at any meeting of
				  directors, the directors present may adjourn the meeting from time to time,
				  without notice other than announcement at the meeting, until a quorum is
				  present. A director may not attend a meeting of the board or any committee
				  thereof by proxy. The board may adopt internal parliamentary procedures for the
				  conduct of its meetings in accordance with the provisions of
				  R.S.
				  49:951(6) which shall not
				  constitute administrative rules of the corporation.
H. Resignation. The resignation of a director
				  shall take effect upon the effective date of the delivery of a written
				  resignation to the chairman or on any later date specified therein, but in no
				  event more than 30 days after such receipt.
I. Vacancies. The office of a director shall
				  become vacant if he or she dies, resigns or is removed in accordance with the
				  Act.
J. Reserved.
K. Committees of the Board. The chairman may
				  designate one or more committees, each committee to consist of the directors of
				  the corporation as determined by the chairman (and one or more directors may be
				  named alternate members to replace any absent or disqualified regular member of
				  such committee) pursuant to the following provisions.
1. Such committee or committees shall have
				  such name or names as may be determined, from time to time, by the chairman .
				  The president and chairman shall each be an ex-officio member of each committee
				  of the chairman . Any vacancy occurring in any such committee shall be filled
				  by the chairman.
2. The presence of
				  a majority of the members of a committee at any meeting thereof shall
				  constitute a quorum, and the business of a committee shall be transacted, and
				  notice provided, in the same manner as set forth herein for the
				  board.