This section sets how a corporation’s board of directors is composed, who appoints members, how long they serve, and when directors may be paid or reimbursed.
§8005. Board of directors; appointment; tenure; compensation A. The board of directors of a corporation shall consist of not less than five nor more than nine members appointed and qualified as follows: (1) The executive officer of such parish or municipality or his designee; one state senator or his designee who must represent a senatorial district within which the parish or municipality is located, to be appointed by the majority vote of all state senators representing such parish or municipality, and one state representative, or his designee, who must represent the district in which such parish or municipality is located, to be appointed by the majority vote of all state representatives representing such parishes or municipalities; all of whom shall be ex officio members of the board of directors and all of whom shall have full voting rights on any matters before the board. (2) Not less than two nor more than six citizens and residents of the parish or municipality appointed by the executive officer of such parish or municipality subject to the approval of the governing body, all of whom shall be of the full age of majority and registered voters of such parish or municipality. The executive officer shall designate one of the citizens and residents to serve as the initial chairman of the board of directors. B.(1) The chairman of the board of directors shall be appointed for a term of seven years from the effective date of his appointment. Of the remaining non-ex officio directors, one shall serve an initial term of six years from the effective date of his appointment, and the others shall serve an initial term of five years from the effective date of their appointment. Thereafter, the non-ex officio directors of a corporation shall serve for a term of five years or until their respective successors are appointed and qualified, provided, however, that no director shall continue to serve on the board after he ceases to be a resident of the parish or municipality. If at any time there is a vacancy in the membership of the board of directors by reason of death, resignation, disqualification or otherwise, such vacancy shall be filled for the unexpired term in the same manner as the original appointment. (2) As an alternative to the appointment of a board of directors for the corporation as provided in Subsection A of this Section, the governing body may, at the time of the adoption of an ordinance or resolution under R.S. 47:8004(B), or at any time thereafter by adoption of an ordinance or resolution declare that the board of directors of the corporation shall consist of those individuals who are serving, from time to time, as the duly elected members of the governing body, the executive officer of the parish or municipality and the state senator and representative, or their designee, as provided in Paragraph (A)(1) of this Section. (3) Directors appointed pursuant to this Subsection shall be ex officio and shall have full voting rights on any matters before the board. C. The non-ex officio directors of a corporation may receive such salary as may be set by the board. The ex officio directors shall receive no salary. All directors may be entitled to reimbursement for their actual and necessary expenses incurred in the performance of their duties as directors, provided, however, that no expenses incurred for purposes of travel beyond the borders of the state of Louisiana shall be reimbursed unless previously authorized by the board of directors. Acts 1988, No. 996, §1; Acts 1989, No. 756, §1, eff. July 8, 1989.