This section sets rules for stockholders’ meetings, including where they may be held, how much notice is required, and when stockholders or officers may call meetings.
§272. Stockholders' meetings A.(1) Unless otherwise provided in the articles or bylaws, stockholders' meetings may be held anywhere in this state or by remote communication as provided in R.S. 12:1-709. (2) At least one meeting of the stockholders 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 of the state bank. If no annual stockholders' meeting is held for a period of eighteen months, any stockholder may call such a meeting to be held at the main office of the bank. B.(1) Special meetings of stockholders may be called at any time by the president, the board of directors, or in any manner provided for in the articles or bylaws. (2) At any time upon written request of any stockholder or stockholders holding in the aggregate one-fifth, or such lesser or greater proportion as may be fixed in the articles or in a bylaw adopted by the stockholders, of the total voting power, the secretary shall call a special meeting of stockholders to be held at the registered office, or by remote communication as provided in R.S. 12:1-709 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 a time or to give notice of the meeting, the stockholder or stockholders making the request may do so. C. Adjournments of any annual or special meeting of stockholders 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.(1) Unless otherwise provided in the articles or bylaws and except as otherwise provided in this Chapter, the authorized person or persons calling a stockholders' meeting shall cause written notice of the time, place, and purpose of the meeting to be given to all stockholders 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 the state bank has authorized participation at a stockholders' meeting by means of remote communication, as provided in R.S. 12:1-709, notice of the place shall include the means of remote communication to be used and any required access instructions. (2) If such a written notice is placed in the United States mail, postage prepaid, and addressed to a stockholder at his last known address, notice shall be deemed to have been given him. (3) Notice of any stockholders' meeting may be waived in writing by any stockholder 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 stockholders present or represented at any such meeting except any stockholder who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened. (4) Notice need not be given to any stockholder 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 stockholder shall have the same force and effect as if notice had been given to him as otherwise required. (5) Notwithstanding any other provision of law to the contrary, the articles of incorporation or bylaws of a bank may authorize delivery of notices of meetings and other communications to stockholders 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. E. At any meeting of the stockholders, a list of stockholders entitled to vote, arranged alphabetically and certified by the secretary of the board or by the agent of the state bank having charge of transfers of shares, showing the number and class of shares held by each stockholder on the record date for the meeting shall be produced on the request of any stockholder. This list shall be prima facie evidence of the ownership of shares in the state bank and of the right of the stockholders listed therein to vote. Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 2018, No. 88, §1; Acts 2021, No. 23, §1, eff. June 1, 2021.