§ 12:258 — Appointment of receiver

§258. Appointment of receiver
A. The court may, after trial, appoint a receiver to take charge of the
corporation's property when it is made to appear, in a proceeding instituted
against the corporation:
(1) By any member or creditor, that the directors or officers of the
corporation are jeopardizing the rights of its members or creditors by grossly
mismanaging the corporation, or by committing gross and persistent ultra vires
acts, or by wasting, misusing or misapplying the assets of the corporation; or
(2) By any member or creditor, that the corporation's property has been
abandoned, or that, by failure of the members to elect directors, or the failure
of the directors or officers to serve, there is no one authorized to take charge
of or conduct its affairs; or
(3) By any creditor, that the corporation is insolvent, or such creditor's
claim has been reduced to judgment, on which execution has been issued and
returned "nulla bona"; or
(4) By any creditor, that property of the corporation has been seized
under judicial process by fraud or collusion between the corporation, its
directors, officers or members, and any creditor; or
(5) By any member, that a majority of the members are violating the
rights of minority members and endangering their interests; or
(6) By a member or members, severally or jointly, who have been
registered holders for a period of not less than six months of not less than
twenty per cent of the total voting power, that either of the grounds for
involuntary dissolution set forth in R.S. 12:251(A)(4) and (5) exists.
B. The qualifications of the receiver shall be the same as those of a
liquidator set forth in R.S. 12:252.
C. The court may, ex parte, pending trial, (1) appoint a temporary
receiver whose authority shall cease upon appointment of a receiver after trial
or upon dismissal of the proceeding, (2) on the applicant furnishing security
in the amount fixed by the court, enjoin the corporation and its directors,
officers, agents and members from disposing of its property or changing the
status of its affairs to the injury of the applicant, and (3) stay proceedings by
other persons against the corporation's property.
D. If a receiver is appointed, after trial, on application by a member or
members, the court shall make a reasonable allowance for the fees of the
applicants' counsel, which, together with their other costs, shall be taxed as
costs and paid out of the corporate assets. The corporation or the receiver shall
have the right to recover the amount of such costs from any directors, officers
or members whose conduct was the cause of the proceeding under Paragraph
(A)(1) or (5) of this Subsection. If an application by a member or members is
dismissed, and the court determines that the application was made in bad faith,
the applicants shall be condemned to pay reasonable counsel fees and other
expenses incurred by the corporation, or by the directors, officers or members
on whose conduct the application was based under Paragraph (A)(1) or (5) of
this Subsection. In case of an application under Paragraph (A)(1) or (5) of this
Subsection, the court may require the applicant or applicants to post reasonable
bond to cover their liability, if any, under this subsection.

Legislative History

Acts 1968, No. 105, §1.