Louisiana Revised Statutes 12:229 – Meetings of members
Terms Used In Louisiana Revised Statutes 12:229
- 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 expressly refers to the original articles of incorporation only. See Louisiana Revised Statutes 12:201
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Directors: means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. See Louisiana Revised Statutes 12:201
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Member: means each natural or artificial person admitted to membership in a corporation, and, unless the context indicates otherwise, includes shareholders. See Louisiana Revised Statutes 12:201
- Membership: means an interest in a corporation entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution. See Louisiana Revised Statutes 12:201
- person: includes a body of persons, whether incorporated or not. See Louisiana Revised Statutes 1:10
- Registered office: means that office maintained by the corporation in this state, the address of which is kept on file in the office of the Secretary of State in the manner required by this Chapter. See Louisiana Revised Statutes 12:201
- Shareholder: means a natural or artificial person who is the owner of a property interest in a corporation represented by a certificate for shares of stock. See Louisiana Revised Statutes 12:201
- Voting power: means the right vested, by law or by the articles or the by-laws, in the members, or in one or more classes of members, to vote in the determination of any particular question or matter coming before meetings of the members. See Louisiana Revised Statutes 12:201
A. Meetings of members may be held at any place, within or without this state, which is provided in the articles or by-laws or specified in the notice of the meeting. Unless otherwise provided or specified, all meetings of the members shall be held in this state at the registered office of the corporation.
B. The articles or by-laws may provide for the number and time of meetings of members, but at least one meeting of the members shall be held in each calendar year for the election of directors, the time for which shall be fixed in the articles or by-laws. Failure to hold the annual meeting at the designated time shall not work any forfeiture or dissolution of the corporation. If the annual meeting has not been called and held within six months after the designated time, the meeting may be called by any ten members, or by any member or members holding five per cent or more of the voting power.
C. Special meetings of the members may be called at any time by the president, the board of directors or any person so authorized in the articles or by-laws. At any time, upon written request of any person entitled to call a special meeting, the secretary shall call a special meeting of the members to be held at the time which the secretary fixes, not less than ten or more than sixty days after the receipt of the request. If the secretary neglects or refuses to issue the call, the person making the request may do so.
D. At any meeting of members, a list of members entitled to vote, arranged alphabetically and certified by the secretary, showing the number and class of shares held by each shareholder, and the class of membership held by each other member, on the record date for the meeting, shall be produced on the request of any member. This list shall be prima facie evidence of its contents, and of the right of the members listed therein to vote.
Acts 1968, No. 105, §1.