Did Plaisance Water System's member vote replace its old board after a properly called meeting?

Plain-English summary

Members of Plaisance Water System petitioned for a meeting after complaints about water quality and service. Five new directors were elected, but the prior board refused to step aside. After reviewing the articles and bylaws supplied with the request, the Attorney General said the meeting appeared properly called and the new board could replace incumbents whose terms had expired.

The answer depended on each incumbent's term. If a term had not expired, the AG said the bylaws' removal procedure had to be used before replacing that director. Given the reported absence of a general meeting for 28 years, he thought the old terms appeared to have expired and said the prior board should yield on that premise.

Currency note

This opinion was issued in 2000. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Common questions

Was the special meeting valid on the facts presented?
The AG said the petition, notice, timing, and stated election purpose appeared to satisfy the governing documents.

Could a new election replace an incumbent whose term had not expired?
The opinion said that incumbent first had to be removed under the bylaws before the seat could be filled.

What did the AG conclude about the old board?
Because the facts suggested the terms had long since expired, he said the five newly elected directors should take over if that was indeed the case.

Background and statutory framework

The opinion applied the water system's articles and bylaws to a member petition and subsequent election. The AG cited the petition signed by the requisite members, notice to members, and the bylaws' holdover and removal rules. Its conclusion was explicitly conditional on the status of the former directors' terms.

Citations and references

• LA R.S. 40:2616 (A): statute listed in the opinion's heading and syllabus.

Source

• Landing page: https://www.ag.state.la.us/Opinions
• Original PDF: https://www.ag.state.la.us/Opinion/Download/00-0045

Original opinion text

April 24, 2000
OPINION NUMBER 00-45

90-A POLITICAL SUBDIVISIONS – Officers,
Agents & Employees
Representative Charles I. Hudson 172-A WATER DISTRICTS
1109 West Vine Street
LA R.S. 40:2616 (A),
Opelousas, Louisiana 70570
By the facts presented, the Board of Directors of the
Plaisance Water System presiding before March 17, 1999 should relinquish power to the five new board members Dear Representative Hudson: elected at a special meeting called on that date.

Your request for an opinion has been forwarded to our office. Your request, submitted on behalf of the Plaisance Water System, Inc., asks whether a meeting and subsequent election replacing the existing board members was valid and enforceable.

The facts presented in this request state that complaints about the quality of the water and service were conveyed to the presiding board, and after no action was taken, a petition was circulated and signed by ten percent of the members calling for an annual meeting. The proper notice was filed including the purpose of the meeting, which was to elect five board members. The meeting was consequently held, and a new five-member board was elected. The board presiding before the election has refused to relinquish power stating that the meeting was not legal, thus making the election null and void.

In order to determine the validity of the new board, I have reviewed a copy of the corporation's Articles of Incorporation and Bylaws. By the facts presented, the meeting called was executed properly. Bolstering the validity of the meeting are the following facts: the requisite ten (10) percent of members signed the petition calling for the meeting: a copy of the notice of the meeting was sent to members; the nature, time, place, and purpose of the meeting was included in said notice, the notice was sent within the prescribed time period.

Under the bylaws, a board member "shall hold office for the term for which he was elected and until his successor shall have been elected and qualified." If the preexisting board members terms of office had expired, the election of the new board seems to be valid. The preexisting board of directors would thereby have been replaced and the new board should assume responsibilities enumerated in the corporated bylaws. However, if a preexisting board member's term had not yet expired, then he must first be voted out of office by the removal procedures specified in Article VIII, Section 6 of the bylaws before he is replaced. Removal procedures could be executed at the next meeting and the election of the vacancy would then immediately follow.

Page 2

Representative Charles I. Hudson
OPINION NUMBER 00-45
Page 2

It would appear by the facts submitted that the terms had all long since expired in view of the facts that no general meeting was held in twenty-eight years and no monthly meeting was held in eighteen months. Thus, the board was legitimately replaced and removal measures were not necessary. If this is the case, the preexisting board should immediately relinquish its power and allow the newly elected board to preside.

I hope this addresses your questions. Should you have any questions or comments, please do not hesitate to contact our office.

Very truly yours,

RICHARD P. IEYOUB
ATTORNEY GENERAL

BY: ________
CHARLES H. BRAUD, JR.
ASSISTANT ATTORNEY GENERAL

RPI:CHB,JR./mjb

Page 3

OPINION NUMBER 00-45
Syllabus

90-A POLITICAL SUBDIVISIONS – Officers, Agents & Employees 172-A WATER DISTRICTS

LA R.S. 40:2616 (A),

By the facts presented, the Board of Directors of the Plaisance Water System presiding before March 17, 1999 should relinquish power to the five new board members elected at a special meeting called on that date.

Representative Charles I. Hudson
1109 West Vine Street
Opelousas, Louisiana 70570

Date Received:

Date Released: April 24, 2000

Charles H. Braud
Assistant Attorney General