§213. Articles of incorporation, filing, form, content; letter of acceptance for filing

A.(1) The articles of incorporation or a multiple original thereof of a state bank shall be filed with the office of financial institutions. They may be delivered to the office of financial institutions in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date within thirty days after the date of delivery.

(2) The articles shall be upon a form acceptable to the commissioner. The articles of incorporation as originally filed with the commissioner shall contain the name and parish of domicile of the bank, the duration or a statement that the duration shall be perpetual, the classes of stock, the number of shares authorized, the par value of the shares, the names and addresses of the proposed incorporators, and the name, address, and occupation of each of the proposed directors. The parish of domicile of a bank shall be the parish in which the main office of the bank is located.

B.(1) Notwithstanding the provisions of R.S. 6:291, the articles of incorporation may contain other provisions for the regulation of the business and the conduct of the affairs of the state bank including any provision authorized in Paragraphs (2) or (3) of this Subsection, but they shall not contain any provision which is in derogation of the provisions of this law or violates any other provision of the laws of this state or of the laws of the United States.

(2)(a) The articles of incorporation of a bank or bank holding company may contain a provision that any of the following not claimed by the entitled shareholder despite reasonable efforts by the corporation to pay dividends or redemption price or deliver certificates for shares to the shareholder shall revert in full ownership to the corporation:

(i) Cash.

(ii) Property or share dividends.

(iii) Shares issuable to shareholders in connection with a reclassification of stock.

(iv) The redemption price of redeemed shares.

(b) An obligation of the corporation to pay the dividend or the redemption price or issue the shares shall, in any event, exist for no less than one year after the dividend or redemption price became payable or after the shares became issuable.

(c) The obligation of the corporation to pay the dividend or redemption price or issue the shares shall thereupon cease, but the board of directors may, at any time and for any reason satisfactory to the board, authorize either of the following:

(i) Payment of the amount of any cash, property dividend, or redemption price, ownership of which has reverted to the corporation pursuant to a provision of the articles authorized by this Section, to the entity who would be entitled thereto had such reversion not occurred.

(ii) Issuance of any shares, ownership of which has reverted to the corporation pursuant to a provision of the articles authorized by this Section, to the entity who would be entitled thereto had such reversion not occurred.

(3)(a) The articles of incorporation of a bank or a bank holding company may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, provided that the provision shall not eliminate or limit the liability of a director or officer for any of the following:

(i) A breach of a duty of loyalty, which is imposed on a director or officer, to the bank, bank holding company, or its shareholders.

(ii) Acts or omissions not in good faith or involving intentional misconduct or involving a knowing violation of law.

(iii) Liability incurred pursuant to R.S. 12:1-833.

(iv) Any transaction from which the director or officer derived an improper personal benefit.

(b) For the purposes of this Paragraph, no provision shall eliminate or limit the liability of a director or officer for any act or omission that occurred prior to the date the provision becomes effective.

C. When all fees and charges have been paid as required by law, the commissioner shall review the filed articles and, if the articles comply with the provisions of this law, shall issue a letter of acceptance for filing endorsed with the date and hour, if requested, of his acceptance. If the commissioner finds that the articles of incorporation violate any part of this law, he shall notify the proposed incorporators of such violation and shall require that the articles be amended to conform to the provisions of this Section.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1987, No. 261, §3, eff. July 3, 1987; Acts 1997, No. 965, §1; Acts 2001, No. 915, §1, eff. June 26, 2001; Acts 2015, No. 83, §1.