§1191. Relation and liability of directors and officers

A.(1) Notwithstanding the provisions of R.S. 6:1190, a director or officer of a savings bank shall not be held personally liable to the financial institution or the shareholders thereof for monetary damages unless the director or officer acted in a grossly negligent manner or engaged in conduct that demonstrates a greater disregard of the duty of care than gross negligence, including intentional tortious conduct or intentional breach of the duty of loyalty.

(2) For the purposes of this Section, "gross negligence" means a reckless disregard of, or a carelessness amounting to indifference to, the best interests of the financial institution or the shareholders thereof, and involves a substantial deviation below the standard of care expected to be maintained by a reasonably careful person under like circumstances.

B. A director of a savings bank, in the performance of his duties, shall be fully protected in relying in good faith upon the records of the bank, and upon such information, opinions, reports, or statements presented to him, the bank, the board of directors, or any committee thereof by any of the bank's officers or employees, or by any committee of the board of directors, or by any counsel, appraiser, engineer, or independent or certified public accountant selected with reasonable care by the board of directors or any committee thereof or any officer having the authority to make such selection, or by any other person as to matters the director reasonably believes are within such other person's professional or expert competence and which person is selected with reasonable care by the board of directors or any committee thereof or any officer having the authority to make such selection.

C. The provisions of this Section shall not affect the right of incorporators or shareholders of savings banks to include in articles of incorporation provisions as authorized by R.S. 6:213(B)(3).

D. Notwithstanding any other law to the contrary, the provisions of this Section shall be the sole and exclusive law governing the relation and liability of directors and officers to their financial institution or to the shareholders thereof or to any other person or entity. Any person who unsuccessfully attempts to impose a higher standard of responsibility or liability than that provided by this Section shall be liable for attorney fees incurred in the defense of such attempt and for damages, whether foreseeable or not.

E. No action for damages against any savings bank for breach of the director's or officer's contract with the savings bank in the capacity of director or officer, or for breach of his duty as a director or officer, including, without limitation, actions for gross negligence, but excluding any action covered by the provisions of Subsection F of this Section, shall be brought unless filed in a court of competent jurisdiction and proper venue within one year from the date of the alleged act, omission, or neglect, or within one year from the date that the alleged act, omission, or neglect is discovered or should have been discovered; however, even as to actions filed within one year from the date of such discovery, in all events such actions shall be filed at the latest within three years from the date of the alleged act, omission, or neglect.

F. No action for damages against any savings bank for intentional tortious misconduct, or for an intentional breach of the director's or officer's duty of loyalty, or for acts of omissions in bad faith, or involving fraud or a knowing and intentional violation of law, shall be brought unless filed in a court of competent jurisdiction and proper venue within two years from the date of the alleged act or omission, or within two years from the date the alleged act or omission is discovered or should have been discovered; however, even as to actions filed within two years from the date of such discovery, in all events such actions shall be filed at the latest within four years from the date of the alleged act or omission.

G. The three-year period provided in Subsection E of this Section and the four-year period provided in Subsection F of this Section shall be deemed peremptive periods and shall not be subject to renunciation, interruption, or suspension except by timely suit filed in a court of competent jurisdiction and proper venue.

Acts 1992, No. 586, §1, eff. June 30, 1992; Acts 2015, No. 83, §1.