This section sets how a corporation’s board is made up, how directors are appointed, how long they serve, and when they can be paid or reimbursed.
§7605. Board of directors; appointment; tenure; compensation A. The board of directors of a corporation shall consist of fifteen members appointed and qualified as follows: (1) The executive officer of such parish or municipality or his designee; two members of the governing body of such parish or municipality, one of whom must represent the district in which a new community development area is located, to be appointed by the executive officer of such parish or municipality; two state senators one of whom must represent the district in which a new community development area is located, to be appointed by the executive officer of such parish or municipality, and two state representatives one of whom must represent the district in which a new community development area is located, to be appointed by the executive officer of such parish or municipality; 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) Eight 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 parish or municipality. The executive officer shall designate one of the citizens and residents to serve as chairman of the board of directors. (3) At any meeting of the board of directors a quorum shall consist of eight members of whom five must be citizen and resident members. B. 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 other shall serve an initial term of five years from the effective date of his appointment. Thereafter, the non-ex-officio directors of a corporation shall serve for a term of seven 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. C.(1) 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. 33:7604(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 either: (a) Those individuals who are serving, from time to time, as the duly elected members of the governing body and the executive officer of the parish or municipality or (b) The duly appointed directors of any existing development district or agency whose jurisdiction is solely with the parish or municipality and which constitutes a separate taxing district. (2) Directors appointed pursuant to this Paragraph C shall be ex-officio and shall have full voting rights on any matters before the board. D. The non-ex-officio directors of a corporation shall receive such salary as may be set by the board. The ex-officio directors shall receive no salary. All directors shall 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 1972, No. 553, §4; Acts 1987, No. 815, §1, eff. July 20, 1987.