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Terms Used In Louisiana Revised Statutes 6:273

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Articles: means the original articles of incorporation and all amendments thereto including those contained in merger agreements or, if restated, the latest restatement thereof except in those instances in which the context refers expressly to the original articles of incorporation only. See Louisiana Revised Statutes 6:201
  • person: includes a body of persons, whether incorporated or not. See Louisiana Revised Statutes 1:10
  • Quorum: The number of legislators that must be present to do business.
  • Total voting power: means the entirety of the voting power. See Louisiana Revised Statutes 6:201
  • Voting power: means the right vested by law or by the articles or the bylaws in the stockholder or in one or more classes of stockholder to vote in the determination of any particular question or matter coming before meetings of the stockholders. See Louisiana Revised Statutes 6:201

            A. A stockholders’ meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present.

            B. Except as otherwise provided in this Chapter or in the articles or bylaws:

            (1) The presence, in person, by remote communication as provided in La. Rev. Stat. 12:1-709, or by proxy, of the holders of the majority of the total voting power shall constitute a quorum, except that in no event shall a quorum consist of less than one-fourth of the total voting power.

            (2) The stockholders present or represented at a duly organized meeting shall constitute a quorum and may continue to do business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum as fixed in Paragraph (1) of this Subsection or in the articles or bylaws or the refusal of any stockholders present to vote.

            (3)(a) If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine, subject however, to the provisions of La. Rev. Stat. 6:272(C).

            (b) In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Paragraph (1) of this Subsection or in the articles or bylaws, shall nevertheless constitute a quorum for the purpose of electing directors.

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