§ 12:1-1022 — Public corporation bylaw provisions relating to the election of directors

§1-1022. Public corporation bylaw provisions relating to the election of directors
A. Unless the articles of incorporation specifically prohibit the adoption of a bylaw
pursuant to this Section, alter the vote specified in R.S. 12:1-728(A), or provide for
cumulative voting, a public corporation may elect in its bylaws to provide a means for a
shareholder to vote against the election of an individual to serve as a director and,
notwithstanding a director's election by plurality vote, to limit the term or require the
resignation of any director who receives more votes against than for his or her election.
B. The expiration of a limited term, or the resignation of a director, pursuant to a
bylaw authorized by this Section creates a vacancy that is governed by R.S. 12:1-810.
C. A bylaw authorized by this Section may be repealed by either of the following:
(1) If originally adopted by the shareholders, only by the shareholders, unless the
bylaw otherwise provides.
(2) If adopted by the board of directors, by the board of directors or the shareholders.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.