RS 12:73 Shareholders' meetings - Louisiana Statutes

§73.  Shareholders' meetings

A.  Unless otherwise provided in the articles or by-laws, shareholders' meetings may be held anywhere in or outside of this state.  At least one meeting of the shareholders 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.  If no annual shareholders' meeting is held for a period of eighteen months, any shareholder may call such meeting to be held at the registered office.  

B.  Special meetings of shareholders may be called at any time by the president or the board of directors, or in any manner provided for in the articles or by-laws.  At any time, upon written request of any shareholder or shareholders holding in the aggregate one-fifth (or such lesser or greater proportion as may be fixed in the articles or in a by-law adopted by the shareholders) of the total voting power, the secretary shall call a special meeting of shareholders to be held at the registered office 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 time or to give notice of the meeting, the shareholder or shareholders making the request may do so.  

C.  Adjournments of any annual or special meeting of shareholders 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.  Unless otherwise provided in the articles or by-laws, and except as otherwise provided in this Chapter, the authorized person or persons calling a shareholders' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all shareholders 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 such written notice is placed in the United States mail, postage prepaid, and addressed to a shareholder at his last known address, notice shall be deemed to have been given him.  Notice of any shareholders' meeting may be waived in writing by any shareholder 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 shareholders present or represented at any such meeting except any shareholder who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened.  Notice need not be given to any shareholder 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 shareholder shall have the same force and effect as if notice had been given to him as otherwise required.  

E.  At any meeting of shareholders, a list of shareholders entitled to vote, arranged alphabetically and certified by the secretary or by the agent of the corporation having charge of transfers of shares, showing the number and class of shares held by each shareholder on the record date for the meeting shall be produced on the request of any shareholder.  This list shall be prima facie evidence of the ownership of shares in the corporation, and of the right of the shareholders listed therein to vote.  

Acts 1968, No. 105, §1.