§283. Meetings of the board; quorum, written consent
A. The meetings of the board of directors may be held at such place, whether in this
state or elsewhere, as a majority of the directors may from time to time appoint or as may be
fixed in the call of the meeting.
B.
(1)Such notice of meetings of the board shall be given no less than five working
days prior to the date of the meeting or such longer period as provided in the bylaws.
(2)Directors present at a meeting shall be deemed to have received due notice or to
have waived notice thereof. Notice of the meeting may be waived in writing at any time, and
the waiver need not specify the purpose of or the business to be transacted at the meeting.
(3)Notice need not be given to any director or member of a committee of the board
of director
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§283. Meetings of the board; quorum, written consent
A. The meetings of the board of directors may be held at such place, whether in this
state or elsewhere, as a majority of the directors may from time to time appoint or as may be
fixed in the call of the meeting.
B.(1) Such notice of meetings of the board shall be given no less than five working
days prior to the date of the meeting or such longer period as provided in the bylaws.
(2) Directors present at a meeting shall be deemed to have received due notice or to
have waived notice thereof. Notice of the meeting may be waived in writing at any time, and
the waiver need not specify the purpose of or the business to be transacted at the meeting.
(3) Notice need not be given to any director or member of a committee of the board
of directors with whom communication is made unlawful by any law of the United States or
by any rule, regulation, proclamation, or order issued under this law, and any action or
meeting taken or held without notice to any such director or committee member shall have
the same force and effect as if notice had been given to him as otherwise required.
(4) Notwithstanding any other provision of law to the contrary, the articles of
incorporation or bylaws of a bank may authorize or require delivery of notices of meetings
and other communications to directors 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.
C.(1) If authorized by the articles of incorporation, the members of the board or its
committees may participate in and hold meetings by means of:
(a) Conference telephone or other similar means of communication; and
(b) With respect to extensions of credit only, communication or contact by the
chairman, chief executive officer, or their designee through the use of any oral, electronic,
or written means of communication, including the use of telephone, telegraph, facsimile
transmittal, or other means of communication, provided that:
(i) No member objects to a meeting being held in this manner;
(ii) The chairman, chief executive officer, or their designee certifies in writing the
proposal to be acted upon, their good faith attempt to communicate the contents of such
writing to all members eligible to vote to determine their position on the proposal, the
affirmative or negative position taken by any member, and the objection of any member
under Item (i) of this Subparagraph; and
(iii) All actions taken pursuant to this Subparagraph or proposed pursuant to this
Subparagraph, but not taken due to the lack of the necessary votes required for approval or
the objection of a member under Item (i) of this Subparagraph, be evidenced by the filing of
the written certification required under Item (ii) of this Subparagraph in the records of
proceedings of the board or its committees, as applicable, for review at the next meeting of
such board or committee.
(2) Participation in a meeting pursuant to this Subsection shall constitute presence
in person at such meeting except where the person participates for the sole, express purpose
of objecting to the transaction of any business on the ground that the meeting is not lawfully
called or convened or objects under the provisions of R.S. 6:283(C)(1)(b)(i).
D. The number of directors necessary to form a quorum for the transaction of
business shall be a simple majority or as fixed by the articles of incorporation or the bylaws,
but a quorum shall never be less than one-third of the entire board. The acts of a majority,
unless some greater number is fixed in the articles or bylaws, of the directors present shall
constitute the acts of the entire board. If a quorum is present when the meeting is convened,
the directors may continue to do business, taking action by a vote of the required vote of a
quorum as fixed above, until adjournment notwithstanding the withdrawal or recusal of
enough directors to leave less than a quorum.
E. Any action that may be taken at a meeting of the board of directors or any
committee thereof may be taken by a consent in writing signed by all of the directors or by
all members of the committee, as the case may be, and filed with the records of proceedings
of the board or committee.
F. Voting of directors by proxy is prohibited.