La. Admin. Code tit. 42 § IX-1103

Current through Register Vol. 50, No. 9, September 20, 2024

Section IX-1103 - Directors

A. Number and Classes of Directors. All of the corporate powers of the corporation shall be vested in, and the business and affairs of the corporation shall be administered by the board which consists of nine members, as more specifically set forth in the Act. The governor shall appoint the chairman of the board and the board shall annually elect a vice-chairman and a secretary from among its members. The chairman shall conduct all meetings of the board, and, unless appointed to a committee of the board as a regular member, shall be an ex-officio, nonvoting member of each committee of the board . The vice-chairman shall act in the absence of the chairman . The secretary shall give, or cause to be given, notice of all meetings of directors and committees thereof, immediately upon being directed by the persons responsible for providing notice, and all other notices required by law or by these bylaws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by the director, directors or officer upon whose request the meeting is called as provided in these bylaws. The secretary shall record or cause to be recorded all the proceedings of the meetings of the directors and committees thereof in a book or books to be kept for such purpose. The foregoing officers of the Board shall also have such powers, duties, responsibilities and authority as is granted to them by resolution of the Board.

B. Place of Meetings. Regular meetings of the directors may be held at any place within the state of Louisiana as the board may determine by vote of at least five members thereof. If the board does not vote upon, or at least five directors cannot agree upon, a place for any meeting, or if the notice of a meeting does not designate a location for such meeting, such meeting shall be at the corporation's principal business office located as stated in the corporation's corporate articles, as may be changed from time to time in accordance with the corporate articles.

C. Regular Meetings of the Board. Regular meetings of the board shall be held upon the call of chairman if the board by resolution adopts a specific day or days of each week or month, as applicable, for the regular meetings of the Board. No notice of any such regularly scheduled meeting other than that required by R.S. 42:7 shall be required to be delivered to any member. Notice as required by R.S. 42:7 shall be given of all meetings of the board or any committee thereof by posting of a copy of the notice at the principal business office of the corporation and by mailing or telecopying a copy of the notice to any member of the news media who has requested notice of meetings. Attendance at any meeting without objection to the notice thereof prior to the conduct of the Business of such meeting shall constitute a waiver of notice.

D. Special Meetings of the Board. Special meetings of the board may be called at any time by call of five or more of the members of the board or by the chairman subject to providing the notice required by R.S. 42:7.A.(2). Special meetings shall be held at the principal business office of the corporation unless otherwise agreed to by at least six members of the board . The effective date of any notice provided with respect to a special meeting of directors shall not be affected by the subsequent determination to hold a special meeting other than at the principal business office.

E. Reserved.

F. Notice of Meetings. Notice of meetings of the board and committees thereof shall be given in accordance with R.S. 42:7.

G. Quorum, Proxies and Rules. At all meetings of the board, the presence of five of the directors in office and qualified to act shall constitute a quorum for the transaction of business, and the action of a majority of the voting power present at any meeting at which a quorum is present shall be the action of the board, unless the concurrence of a greater proportion is required for such action by law, the corporate articles or these bylaws and rules of procedure. If a quorum is not present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A director may not attend a meeting of the board or any committee thereof by proxy. The board may adopt internal parliamentary procedures for the conduct of its meetings in accordance with the provisions of R.S. 49:951(6) which shall not constitute administrative rules of the corporation.

H. Resignation. The resignation of a director shall take effect upon the effective date of the delivery of a written resignation to the chairman or on any later date specified therein, but in no event more than 30 days after such receipt.

I. Vacancies. The office of a director shall become vacant if he or she dies, resigns or is removed in accordance with the Act.

J. Reserved.

K. Committees of the Board. The chairman may designate one or more committees, each committee to consist of the directors of the corporation as determined by the chairman (and one or more directors may be named alternate members to replace any absent or disqualified regular member of such committee) pursuant to the following provisions.

1. Such committee or committees shall have such name or names as may be determined, from time to time, by the chairman . The president and chairman shall each be an ex-officio member of each committee of the chairman . Any vacancy occurring in any such committee shall be filled by the chairman.

2. The presence of a majority of the members of a committee at any meeting thereof shall constitute a quorum, and the business of a committee shall be transacted, and notice provided, in the same manner as set forth herein for the board.

L. Reliance on Reports and Records. A director shall, in the performance of his or her duties as a director or a member of a committee, be fully protected, and, if such conduct meets the requirements of the corporate articles, shall be entitled to indemnification under such corporate articles, if such director relies, in good faith, upon the records of the corporation or upon such information, opinions, reports or statements presented to the corporation, the board or any member or members of a committee thereof by the attorney general, by any of the corporation's officers, employees or agents, appraiser, engineer, or independent or certified public accountant selected by the board or any committee thereof with reasonable care, 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 by the board or any committee thereof with reasonable care.

La. Admin. Code tit. 42, § IX-1103

Promulgated by the Louisiana Economic Development and Gaming Corporation, LR 19:1014 (August 1993).

AUTHORITY NOTE: Promulgated in accordance with R.S. 4:601 et seq.