Corporate Board Meeting and Written-Consent Requirements in Louisiana

At a glance

Requirements one by one

The board ordinarily manages and oversees the corporation

La. R.S. § 12:1-801 requires a board and puts corporate powers, management direction, and oversight under it, subject to the articles and a qualifying unanimous governance agreement. Section 12:1-803 permits one or more directors and supplies a fallback chain for fixing the board number when the articles or bylaws do not do so.

Louisiana names three ordinary caller routes

Under § 12:1-820, the bylaws may provide caller rules, and the board chair, chief executive officer, or a majority of directors may also call a meeting. Regular and special meetings may be held inside or outside Louisiana. The surveyed provisions do not state a general adjournment procedure.

Emergency procedure is separate. La. R.S. § 12:1-207 permits emergency bylaws. La. R.S. § 12:1-303 adds practicable notice, real-time participation, and a special catastrophic-event quorum based on the participating directors when the statutory knowledge-and-participation conditions are met.

Special notice is 48 hours and must state purpose

Under § 12:1-822, regular meetings default to no notice. Special meetings default to at least 48 hours' notice of date, time, and place. Unlike the common model-act default, Louisiana also requires the notice to describe the meeting's purpose or purposes unless the articles or bylaws provide otherwise.

La. R.S. § 12:1-141 permits any delivery method subject to its electronic- transmission rules. A written waiver must be signed and filed with the minutes or corporate records. Attendance waives notice, but § 12:1-823 preserves both a timely meeting objection and a prompt objection to an item outside the notice's stated purposes; later participation waives only actions the director votes to approve.

Remote directors must hear one another simultaneously

Unless the articles or bylaws provide otherwise, § 12:1-820(B) lets the board permit any or all directors to use communications through which all participants simultaneously hear one another. Qualifying participation counts as presence in person. Sequential messages therefore use the consent route, not the remote- meeting rule.

Quorum follows the board number fixed under Section 1-803

Section 12:1-824 makes a majority of the number determined under § 12:1-803 the default quorum. The articles or bylaws may require more or authorize less, but the reduced number cannot fall below one-third.

Louisiana expressly addresses quorum loss. If quorum existed when the meeting was convened and directors later withdraw, the board may still act only if the affirmative vote count is at least what would have been required had quorum not been lost.

The governing documents can raise the actual vote count

The ordinary required vote is the greater of a majority of directors present or the number the articles or bylaws requires for the particular action. A document requiring four affirmative votes therefore still requires four even if a smaller majority of those present would otherwise suffice.

A present director is deemed to assent unless the director timely objects to the meeting, records dissent or abstention in the minutes, or gives written notice before adjournment or immediately afterward. A director who voted in favor cannot use that dissent or abstention route.

Consent is unanimous, delivered, and revocable before completion

Unless the articles or bylaws requires a meeting, § 12:1-821 requires each director to sign a consent describing the action and deliver it to the corporation. The action becomes the board's act when consents signed by all directors have been delivered; the consent may specify its effective time.

A director may withdraw through signed revocation delivered before the corporation receives unrevoked written consents signed by all directors. Section 12:1-140 includes electronic records within “document” and qualifying electronic signatures within “sign” or “signature.”

Committees may use directors, with nondirectors only as advisers

Section 12:1-825 allows one-or-more-director committees. A nondirector may serve only in an advisory capacity and is not a statutory committee member. Creation and appointment require the greater of a majority of all directors in office or the governing-document action number, and the board's meeting rules apply.

A committee may not freely authorize distributions, approve shareholder- required action, fill board or committee vacancies, or adopt, amend, or repeal bylaws. Director alternates are allowed, and the qualifying members present may unanimously appoint another director for an absent or disqualified member unless the governing authority says otherwise.

Board and committee records are permanent

Section 12:1-1601 requires permanent board minutes and permanent records of board and committee action without a meeting. The corporation may retain them as electronic records or in another form convertible to paper within a reasonable time.

Procedure does not settle director-duty or conflict issues. La. R.S. § 12:1-830 supplies conduct standards. La. R.S. § 12:1-860 separately defines conflicting-interest transactions and required disclosure.

What trips people up

Purpose is part of the default special-meeting notice. If a new item falls outside the stated purposes, a director can preserve an item-specific objection promptly when it is raised instead of objecting to the entire meeting.

Quorum loss and vote count are separate questions. Withdrawal may leave the meeting able to act, but only if the affirmative count still reaches the number that would have been required without the withdrawal.

A nondirector adviser does not count as a committee member for the corporation statute's quorum, vote, consent, or other committee-member rules.

Common questions

Can one director call a board meeting?

Not under the statute's standalone default unless that director is the board chair or chief executive officer. Otherwise, the bylaws must authorize the call or a majority of directors must call it.

Can a director revoke written consent?

Yes. The signed revocation must reach the corporation before it receives unrevoked consents signed by all directors.

Does losing quorum automatically end the meeting's power to act?

No. Section 12:1-824(C)(2) preserves action when quorum existed at convening and the affirmative vote count is not lower than the count that would have been required if quorum had remained.

Statutes and sources

• La. R.S. §§ 12:1-801, 12:1-803, and 12:1-820 through 12:1-825 — board authority and size, calls, meetings, remote participation, consent, notice, waiver, quorum, voting, dissent, and committees. Current official Louisiana Legislature pages, accessed August 16, 2026: https://legis.la.gov/Legis/Laws_Toc.aspx?folder=86&title=12
• La. R.S. §§ 12:1-207 and 12:1-303 — emergency bylaws and powers. Same official source and access date.
• La. R.S. §§ 12:1-140 and 12:1-141 — electronic document/signature and notice delivery rules. Same official source and access date.
• La. R.S. §§ 12:1-830 and 12:1-860 — director duties and conflict definitions. Same official source and access date.
• La. R.S. § 12:1-1601 — permanent board and committee records. Same official source and access date.