§283. Meetings of the board; quorum, written consent

A. The meetings of the board of directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint or as may be fixed in the call of the meeting.

B.(1) Such notice of meetings of the board shall be given no less than five working days prior to the date of the meeting or such longer period as provided in the bylaws.

(2) Directors present at a meeting shall be deemed to have received due notice or to have waived notice thereof. Notice of the meeting may be waived in writing at any time, and the waiver need not specify the purpose of or the business to be transacted at the meeting.

(3) Notice need not be given to any director or member of a committee of the board of directors with whom communication is made unlawful by any law of the United States or by any rule, regulation, proclamation, or order issued under this law, and any action or meeting taken or held without notice to any such director or committee member shall have the same force and effect as if notice had been given to him as otherwise required.

(4) Notwithstanding any other provision of law to the contrary, the articles of incorporation or bylaws of a bank may authorize or require delivery of notices of meetings and other communications to directors by electronic transmission to the same extent and in the same manner as permitted for a Louisiana corporation in accordance with R.S. 12:1-141.

C.(1) If authorized by the articles of incorporation, the members of the board or its committees may participate in and hold meetings by means of:

(a) Conference telephone or other similar means of communication; and

(b) With respect to extensions of credit only, communication or contact by the chairman, chief executive officer, or their designee through the use of any oral, electronic, or written means of communication, including the use of telephone, telegraph, facsimile transmittal, or other means of communication, provided that:

(i) No member objects to a meeting being held in this manner;

(ii) The chairman, chief executive officer, or their designee certifies in writing the proposal to be acted upon, their good faith attempt to communicate the contents of such writing to all members eligible to vote to determine their position on the proposal, the affirmative or negative position taken by any member, and the objection of any member under Item (i) of this Subparagraph; and

(iii) All actions taken pursuant to this Subparagraph or proposed pursuant to this Subparagraph, but not taken due to the lack of the necessary votes required for approval or the objection of a member under Item (i) of this Subparagraph, be evidenced by the filing of the written certification required under Item (ii) of this Subparagraph in the records of proceedings of the board or its committees, as applicable, for review at the next meeting of such board or committee.

(2) Participation in a meeting pursuant to this Subsection shall constitute presence in person at such meeting except where the person participates for the sole, express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened or objects under the provisions of R.S. 6:283(C)(1)(b)(i).

D. The number of directors necessary to form a quorum for the transaction of business shall be a simple majority or as fixed by the articles of incorporation or the bylaws, but a quorum shall never be less than one-third of the entire board. The acts of a majority, unless some greater number is fixed in the articles or bylaws, of the directors present shall constitute the acts of the entire board. If a quorum is present when the meeting is convened, the directors may continue to do business, taking action by a vote of the required vote of a quorum as fixed above, until adjournment notwithstanding the withdrawal or recusal of enough directors to leave less than a quorum.

E. Any action that may be taken at a meeting of the board of directors or any committee thereof may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the board or committee.

F. Voting of directors by proxy is prohibited.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1989, No. 162, §1; Acts 1995, No. 589, §1; Acts 1995, No. 623, §1; Acts 2018, No. 88, §1.