§ 6:291 — Relation and liability of directors and officers to bank and bank holding company

§291. Relation and liability of directors and officers to bank and bank holding company
stockholders
A. Bank and bank holding company officers and directors shall be deemed to stand
in a fiduciary relation to their bank or bank holding company and its stockholders and shall
discharge the duties of their respective positions in good faith and with that diligence, care,
judgment, and skill as provided in Subsection B of this Section. Nothing herein contained
shall derogate from any indemnification authorized by R.S. 6:286.
B. A director or officer of a bank or bank holding company shall not be held
personally liable to the corporation or the shareholders thereof for monetary damages unless
the director or officer acted in a grossly negligent manner as defined in R.S. 6:2 or engaged
in conduct which demonstrates a greater disregard of the duty of care than gross negligence,
including intentional tortious conduct or intentional breach of his duty of loyalty.
C. A director of a bank or bank holding company shall, in the performance of his
duties, be fully protected in relying in good faith upon the records of the bank or bank
holding company, and upon such information, opinions, reports, or statements presented to
him, the bank or bank holding company, the board of directors, or any committee thereof by
any of the bank's or bank holding company's officers or employees, or by any committee of
the board of directors, or by any counsel, appraiser, engineer, or independent or certified
public accountant selected with reasonable care by the board of directors or any committee
thereof or any officer having the authority to make such selection, or by any other person as
to matters the director reasonably believes are within such other person's professional or
expert competence and which person is selected with reasonable care by the board of
directors or any committee thereof or any officer having the authority to make such selection.
D. The provisions of this Section shall not affect the right of incorporators or
shareholders of banks or bank holding companies to include in articles of incorporation
provisions as authorized by R.S. 6:213(B).
E. Notwithstanding any other law to the contrary, the provisions of this Section shall
be the sole and exclusive law governing the relation and liability of directors and officers to
their bank or holding company or to the shareholders thereof or to any other person or entity,
except that the provisions of R.S. 12:1-833 shall remain applicable to directors and officers
of bank holding companies.
F. Any person who unsuccessfully attempts to impose a higher standard of
responsibility or liability than that provided by this Section may be liable for attorney fees
incurred in the defense of such attempt and for damages.

Legislative History

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1992, No. 650, §1, eff. July 2, 1992; Acts 1997, No. 42, §3; Acts 2015, No. 83, §1.