Could a Louisiana hospital service district add a nonvoting ex officio member to its board?

Plain-English summary

In 2015, the Louisiana Attorney General concluded that Tangipahoa Parish Hospital Service District Number One could not add a nonvoting ex officio board member. La. R.S. 46:1053 set the board at five commissioners appointed by the parish governing authority. The district's general corporate powers did not override that specific membership rule.

Currency note

This opinion was issued in 2015. 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

Q: Could the board add a nonvoting member?
A: The AG said no. It treated an ex officio member as an additional board member despite the absence of voting power.

Q: Who appointed the five commissioners?
A: The opinion said the parish police jury or proper parish governing authority appointed them under La. R.S. 46:1053.

Q: Did corporate powers let the district amend its bylaws to add a seat? A: No. The AG said those powers remained subject to the specific state law fixing board membership.

Background and statutory framework

The district board proposed adding an ex officio member through its bylaws. The AG read the corporate-power statute, La. R.S. 46:1060, alongside La. R.S. 12:1-302's requirement that bylaws remain consistent with state law. Earlier AG opinions had also rejected efforts to enlarge hospital service district boards.

Citations and references

• La. R.S. 46:1051.
• La. R.S. 46:1053.
• La. R.S. 46:1060.
• La. R.S. 12:1-302.

Source

• Landing page: https://www.ag.state.la.us/Opinions
• Original PDF: https://www.ag.state.la.us/Opinion/Download/15-0046

Original opinion text

j5\tat.e of IUauisiana
DEPARTMENT OF JUSTICE
P.O. BOX 94005
DATON ROUGE
JAMES D. "BUDDY" CALDWEll
70B04-9005
ATTORNEY GENERAL

October 13, 2015
OPINION 15-0046

50 Hospitals
Mr. Clifton Speed
90 - A Political Subdivisions
Assistant District Attorney
La R.S. 12:1-302
21 51 judicial District
La R.S. 46:1051 et seq.
P.O. Drawer 787
A board of commissioners of a hospital service district
Greensburg, LA 70441
does not have the authority to increase the number of
commissioners by adding an ex officio board member.

Dear Mr. Speed,

You have requested this opinion on behalf of the Tangipahoa Parish Council to determine if the Board of Commissioners of the Hospital Service District Number One ("Board") may appoint an ex-officio board member with no voting power on its own authority. The Board has proposed adding an ex-officio board member with no voting power. You indicate that the Tangipahoa Parish Council maintains that the Board lacks the authority to add an additional board member.

Hospital service districts are created by local governments pursuant to La. R.S.
46: 1051, which states, in pertinent part:

A. The police juries of parishes are authorized and empowered, upon their own initiative, to form and create one or more hospital service districts within the respective parishes, or with agreement among police juries concerned, to combine two or more parishes into a single hospital service district with such names as the police juries may designate, and, in so doing, police juries may create hospital service districts whose boundaries overlap those of other hospital service districts.

The number of commissioners for such a hospital service district is set forth in La. R.S.
46:1053, which provides, in pertinent part:

A. Any hospital service district formed or created under the provisions of this Chapter shall be governed by a board of five commissioners, hereafter referred to as commission, who shall be qualified voters and residents of the district. The commission shall be appointed by the police jury of the parish (emphasis added).

Page 2

Opinion 15-0046
Mr. Clifton Speed
Page 2

Based on a review of La. RS. 46: 1053, the number of commissioners is set at five, who are appointed by the police jury. The rules of statutory construction dictate that the use of the word "shall" in La. RS. 46:1053(A) is mandatory.' There is no provision of law that gives the Board the authority to appoint additional commissioners or members, regardless of the Board's intent to call such person an ex officio member,"

Our office has more specifically addressed the appointment of additional commissioners to hospital service districts in La. Atty. Gen. Op. No. 96-105. There, the Ascension Parish Council wanted to change the number of commissioners of the hospital service district from five to seven, considering its status as a Home Rule Charter Parish. Our office concluded that the council lacked the authority to do so, reasoning that such action was denied by general law. Id.

This opinion was preceded by La. Atty. Gen. Op. No. 78-1098, wherein our office concluded that the West Feliciana Police Jury could not increase its hospital service district's board of commissioners from five to seven.'

Based on our review of the law, jurisprudence, and past opinions of our office, neither the parish governing authority nor the Board has the authority to appoint an ex officio member to the hospital service district board.

The Board disagrees with this restriction on their authority. The Board, in citing to La. RS. 46:1060, maintains it has the same authority as any other private corporation in the state. La. R.S. 46:1060 provides:

Any hospital service district thus created and named by any police jury of any parish in the state shall constitute a body corporate in law with all the powers of a corporation, shall have perpetual existence, shall have the power and right to incur debts and contract obligations, to sue and be sued, and to do and perform any and all acts in its corporate capacity and its corporate name necessary and proper for the carrying out of the objects and purposes for which the hospital service district was created.

In citing to this statute, the Board asserts that it has the authority to add ex officio commissioners by adding appropriate governing provisions in the by-laws of the hospital service district.

While La. RS. 46:1060 places hospital service districts in the category of corporations, it does not give the districts unlimited power. La. RS. 12:1-302 provides for the powers and duties of corporations. In particular, La. RS. 12:1-302 (3) states that every corporation has the power to, "[m]ake and amend bylaws, not inconsistent with its

1 La. R.S. 1:3.
'See, for example, La. R.S. 11:1162, La. R.S. 24:202, and La. R.S. 33:123, where the legislature has specifically authorized ex officio members on boards or commissions. 3 La. Atty. Gen. Op, No. 78-1098.

Page 3

Opinion 15·0046
Mr. Clifton Speed
Page 3

articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation." (emphasis added).

It is clear that corporations are subject to Louisiana law. The Board must also follow state law, which requires the police jury of the parish to appoint the board of commissioners and limits the number of commissioners to five.

It is therefore the opinion of our office that the Board of the hospital service district may not appoint ex officio commissioners on its own authority. Rather, the number of members is established by state law. Further, the appointment of commissioners falls to the local police jury or proper parish governing authori~, which is restricted by law as to the number of commissioners which can be appointed.

We hope that this opinion has adequately addressed the legal issues you have raised. If our office can be of any further assistance, please do not hesitate to contact us.

With best regards,

JAMES D. "BUDDY" CALDWELL
ATIORNEY GENERAL

BVHt!!Kt
Assistant Attorney General

JDC: JMW

4 La. R.S. 12:1-302.
5 {d.