§282. Board of directors; eligibility, election, oath

A. At least a majority of the board of directors shall be domiciliaries of Louisiana.

B. Before entering upon his duties, each director elected or appointed shall take an oath that he will administer the affairs of the bank honestly and with that degree of diligence, care, judgment, and skill as provided in R.S. 6:291(B) and that he will not knowingly violate or permit to be violated any law applicable to the state bank, and shall further declare whether or not he is a domiciliary of the state of Louisiana. This oath shall be subscribed to by the director taking and making it and shall be entered into the minutes of the next regular or special meeting of the board of directors. The oath shall be retained in the records of the bank for examination by the commissioner.

C.(1) The office of director shall become vacant if he dies or resigns.

(2) The board of directors or the commissioner may declare vacant the office of a director:

(a) If he is interdicted or adjudicated an incompetent.

(b) If he is adjudicated a bankrupt.

(c) If he becomes incapacitated by illness or other infirmity to perform his duties for a period of six months or longer.

(d) If he ceases at any time to have the qualifications required by the articles, bylaws, or this Section.

(e) If he is convicted of a felony.

(3) The remaining directors, even though not constituting a quorum, may by a majority vote fill any vacancy on the board, including any vacancy resulting from an increase in the authorized number of directors or from failure of the stockholders to elect the full number of authorized directors, for an unexpired term, provided that the stockholders shall have the right, at any special meeting called for that purpose prior to such action by the board, to fill the vacancy.

D.(1) The stockholders, by vote of a majority of the total voting power at any special meeting called for that purpose, unless the articles provide for a greater amount, may remove from office any one or more of the directors, notwithstanding that his or their terms of office may not have expired, and may forthwith at such meeting proceed to elect a successor for the unexpired term.

(2) Whenever the holders of the shares of any class or series are entitled to elect one or more directors, the provisions of this Subsection shall apply, in respect of the removal of a director or directors so elected, and the election of a successor or successors, to the vote of the holders of the outstanding shares of that class or series or of those obligations, and not to the vote of the outstanding shares as a whole.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1993, No. 276, §1, eff. Oct. 1, 1993; Acts 1997, No. 66, §1; Acts 2001, No. 637, §1, eff. June 22, 2001.