§ 12:210 — Members, shareholders and certificates

Except as provided in R.S. 12:209:
A. A corporation may be organized on either a stock basis or a non-stock basis or both, as set forth in its articles.
B. The shares of corporations organized in whole or in part on a stock basis shall be of such classes, series and par values (or without par value) as the articles shall provide, and shall be represented by share certificates. A corporation may, but need not, issue certificates for fractional shares. Unless otherwise provided in the articles, the holder of a fractional-share certificate shall have all rights of a shareholder except voting rights.
C. A corporation organized solely on a non-stock basis shall not issue shares of stock. Non-shareholding membership may be evidenced by certificates of membership.
D. Each stock or membership certificate shall be signed by the president and secretary, or by such other officer or officers of the corporation as the articles or by-laws may provide. No certificate shall be invalid by reason of the fact that any officer, whose real or facsimile signature appears thereon, ceased to be an officer of the corporation before the certificate was issued. A certificate for shares having no par value shall not state any par value, nor any value thereof in money, except as to liquidation preference or redemption price. If fractional shares represented by a certificate are subject to any limitations or restrictions other than on voting rights, these restrictions or limitations shall appear on the certificate. No by-law or other restrictions upon the transfer of shares, no provision for compulsory offer of shares for purchase by or sale to the corporation, and no lien or privilege in favor of a corporation on shares of its own stock, shall be recognized or enforced unless such restriction or provision, or the right of the corporation to such privilege, is set forth or summarized, or a reference thereto and information as to where the same may be inspected is contained in the certificate. Every certificate shall state:
(1) The name of the corporation;
(2) That the corporation is a nonprofit corporation incorporated under the laws of this state;
(3) The name of the registered holder of the shares or membership represented thereby;
(4) The number and class, and designation or series, if any, of shares represented thereby;
(5) The par value of the shares represented thereby, or a statement that such shares have no par value;
(6) The class of membership represented thereby;
(7) If the shares or membership represented thereby are assessable or subject to the levy of dues, a statement to that effect, which shall constitute notice of the corporation's rights and remedies under any provision included in its articles or by-laws pursuant to R.S. 12:218(C); and
(8) If issued by a corporation which is authorized to issue shares, or has memberships, of more than one class, either (a) a summary of the designations, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred or special shares in series, the designations, relative rights, preferences and limitations of each such series, or a summary of the designations, relative rights, preferences and limitations of each class of membership, as the case may be, or (b) that the corporation will furnish such a summary to any member upon request and without charge.
E. Except as otherwise provided by law or by the articles or by-laws, each share shall entitle the holder to one vote and to equal participation with every other share in the net assets upon dissolution, and each non-shareholding member shall be entitled to one vote and to equal participation with every other such member in the net assets upon dissolution.
F. No dividends or other similar pecuniary remuneration shall be paid on any shares or membership, nor shall the members be entitled, during the existence of the corporation, to any portion of the earnings of the corporation derived through increment of value on its property, or otherwise incidentally made.
G. Shares shall be transferable by assignment or sale, or by inheritance or testament, upon the death of the owner, unless the articles provide otherwise. Membership shall not be transferable or heritable unless the articles otherwise provide. The transfer of shares and memberships may be regulated by by-laws not inconsistent with the provisions of the articles or Part II of Chapter 6 of this Title.
H. A corporation shall have the power to exclude from further membership, any member who fails to comply with the reasonable and lawful requirements of the rules and regulations made by the corporation for the government of its members.
I. Except as otherwise provided in the articles or by-laws, a corporation, and its directors, officers and agents, may recognize and treat a person registered on its records as a member or as the owner of shares, as such member or as the owner of such shares in fact for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to such membership or the ownership of such shares, notwithstanding any actual or constructive notice which the corporation, or any of its directors, officers or agents, may have to the contrary.

Legislative History

Acts 1968, No. 105, §1.