§ 6:272 — Stockholders' meetings

Louisiana § 6:272

• Jurisdiction: Louisiana
• Title 6: Banks and Banking

Text

§272. Stockholders' meetings
A.(1) Unless otherwise provided in the articles or bylaws, stockholders' meetings
may be held anywhere in this state or by remote communication as provided in R.S. 12:1-709.
(2) At least one meeting of the stockholders shall be held in each calendar year for
election of directors, if any are to be elected, but failure to hold the annual meeting shall not
affect or vitiate the corporate existence of the state bank. If no annual stockholders' meeting
is held for a period of eighteen months, any stockholder may call such a meeting to be held
at the main office of the bank.
B.(1) Special meetings of stockholders may be called at any time by the president,
the board of directors, or in any manner provided for in the articles or bylaws.
(2) At any time upon written request of any stockholder or stockholders holding in
the aggregate one-fifth, or such lesser or greater proportion as may be fixed in the articles or
in a bylaw adopted by the stockholders, of the total voting power, the secretary shall call a
special meeting of stockholders to be held at the registered office, or by remote
communication as provided in R.S. 12:1-709 at such time as the secretary may fix, not less
than fifteen nor more than sixty days after the receipt of said request, and if the secretary
shall neglect or refuse to fix such a time or to give notice of the meeting, the stockholder or
stockholders making the request may do so.
C. Adjournments of any annual or special meeting of stockholders may be taken
without new notice being given unless a new record date is fixed for the adjourned meeting,
but any meeting at which directors are to be elected shall be adjourned only from day to day
until such directors shall have been elected.
D.(1) Unless otherwise provided in the articles or bylaws and except as otherwise
provided in this Chapter, the authorized person or persons calling a stockholders' meeting
shall cause written notice of the time, place, and purpose of the meeting to be given to all
stockholders entitled to vote at such meeting at least ten days and not more than sixty days
prior to the day fixed for the meeting. Notice of the annual meeting need not state the
purpose thereof, except as otherwise provided in this Chapter, if a specified action is to be
taken at the meeting. If the state bank has authorized participation at a stockholders' meeting
by means of remote communication, as provided in R.S. 12:1-709, notice of the place shall
include the means of remote communication to be used and any required access instructions.
(2) If such a written notice is placed in the United States mail, postage prepaid, and
addressed to a stockholder at his last known address, notice shall be deemed to have been
given him.
(3) Notice of any stockholders' meeting may be waived in writing by any stockholder
at any time; the written waiver need not specify the purpose of or the business to be
transacted at the meeting; and such notice shall be deemed to have been given to or waived
by all stockholders present or represented at any such meeting except any stockholder who,
at the beginning of the meeting, objects to the transaction of any business because the
meeting is not lawfully called or convened.
(4) Notice need not be given to any stockholder with whom communication is made
unlawful by any law of the United States of America or by any rule, regulation, proclamation,
or executive order issued under any such law; and any action or meeting taken or held
without notice to any such stockholder shall have the same force and effect as if notice had
been given to him as otherwise required.
(5) Notwithstanding any other provision of law to the contrary, the articles of
incorporation or bylaws of a bank may authorize delivery of notices of meetings and other
communications to stockholders by electronic transmission to the same extent and in the
same manner as permitted for a Louisiana corporation in accordance with R.S. 12:1-141.
E. At any meeting of the stockholders, a list of stockholders entitled to vote, arranged
alphabetically and certified by the secretary of the board or by the agent of the state bank
having charge of transfers of shares, showing the number and class of shares held by each
stockholder on the record date for the meeting shall be produced on the request of any
stockholder. This list shall be prima facie evidence of the ownership of shares in the state
bank and of the right of the stockholders listed therein to vote.

Legislative History

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 2018, No. 88, §1; Acts 2021, No. 23, §1, eff. June 1, 2021.