Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Louisiana
At a glance
| Governing law and documents | Title 12, Chapter 2 nonprofit corporations; articles/bylaws may prescribe director meeting rules subject to § 12:224(E), (G). |
|---|---|
| Meeting type, caller, and place | § 12:224(E) does not split regular/special board meetings; majority may choose place in/out of state, or call may fix it; articles/bylaws may prescribe (§ 12:224(E)(5)). |
| Regular meeting notice | Board-meeting notice as bylaws provide; § 12:224(E)(6) states no fixed day count or separate regular-meeting period. |
| Special meeting notice | Board-meeting notice as bylaws provide; § 12:224(E)(6) states no fixed day count or separate special-meeting period. |
| Notice waiver and objection | Present director deemed notified/waived; written waiver anytime, no purpose recital; remote object-only participation is not presence (§ 12:224(E)(6), (10)). |
| Remote attendance | Conference telephone, facsimile or similar equipment allowing all to communicate; counts as presence except participation solely to object to unlawful call/convening (§ 12:224(E)(10)). |
| Quorum and minimum | Default majority of board; after quorum at convening, business continues despite withdrawals, with vote of majority of that quorum (§ 12:224(E)(7)). |
| Director proxy | Only if articles allow: absent director's written general/special instructions, vote cast by another director or member; otherwise no proxy right (§ 12:224(G)). |
| Vote and assent | Default majority of directors present with quorum; after withdrawals, majority of original quorum needed; articles/bylaws may prescribe otherwise (§ 12:224(E)(7)). |
Requirements one by one
Place, notice, and remote attendance
Under § 12:224(E)(5), the board may meet in Louisiana or elsewhere at a place selected by a majority of directors or fixed in the meeting call, unless governing documents prescribe otherwise. Subsection (6) sends board-meeting notice to the bylaws. Directors present are deemed to have received or waived notice, and a written waiver may be given at any time without stating the meeting purpose. Subsection (10) allows telephone, facsimile, or similar communication if everyone can communicate with one another; qualifying participation counts as presence.
Quorum and voting
Section 12:224(E)(7) ordinarily requires a majority of the board for quorum and a majority of directors present for board action. If quorum exists when the meeting convenes, directors may continue business after enough colleagues leave to drop below quorum. The vote then must be a majority of the quorum originally fixed, rather than merely a majority of those remaining.
Director proxy
Section 12:224(G) permits an article provision allowing an absent director to be represented by another director or a member. The absent director must give written instructions, general or special, for how that person casts the vote. Without the article provision, there is no director proxy-vote right.
What trips people up
The continued-business rule in § 12:224(E)(7) does not reduce the vote required after directors leave; it expressly requires a majority of the original quorum. A person who joins remotely only to object that a meeting was unlawfully called or convened is excluded from the remote-presence effect under subsection (10).
Common questions
Can the bylaws alone authorize director proxies? Section 12:224(G) calls for authorization in the articles. It is the articles provision that permits written instructions for a representative's vote.
Is there a statewide two-day special-meeting notice period? Section 12:224(E)(6) instead directs the corporation to give board-meeting notice as its bylaws provide.
Statutes and sources
- La. R.S. § 12:224, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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