HLS 10RS-3669 ENGROSSED
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Regular Session, 2010
HOUSE BILL NO. 1472 (Substitute for House Bill No. 1351 by Representative Nowlin)
BY REPRESENTATIVES NOWLIN AND THIBAUT
CORPORATIONS: Provides relative to the dissolution of electric cooperatives
AN ACT1
To amend and reenact R.S. 12:407 and 418(B)(1), relative to certain corporations; to provide2
with respect to electric cooperatives; to provide relative to dissolution; to provide3
procedures for shareholder voting; to provide for mail or proxy voting; to provide for4
prospective application; to provide for an effective date; and to provide for related5
matters;6
Be it enacted by the Legislature of Louisiana:7
Section 1. R.S. 12:407 and 418(B)(1) are hereby amended and reenacted to read as8
follows: 9
§407. By-laws 10
The original bylaws of a cooperative shall be adopted by its board of11
directors. The first bylaws of a new cooperative resulting from a consolidation, or12
the surviving cooperative resulting from a merger, or the converted corporation13
resulting from a conversion, as provided in this Part, shall be adopted by the board14
of directors named in articles of conversion, merger, or consolidation, as the case15
may be. Thereafter bylaws shall be adopted, amended , or repealed by the members,16
except the board may amend the bylaws to authorize voting by mail at its meetings17
of the members unless such meeting concerns the sale, lease, or other disposition or18
encumbrance of all or any substantial portion of the property belonging to the19
cooperative. In the event voting by mail is authorized in the bylaws, the board of20 HLS 10RS-3669 ENGROSSED
HB NO. 1472
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directors is authorized to prescribe conditions necessary for voting by mail, including1
the percentage of members required to constitute a quorum. The bylaws shall set2
forth the rights and duties of members and directors and may contain other3
provisions for the regulation and management of the affairs of the cooperative not4
inconsistent with this Part or with its articles of incorporation. Nothing herein or in5
this Part shall limit the rights of members provided for in R.S. 12:417 or any rights6
otherwise granted in the bylaws and articles of incorporation which may authorize7
voting by mail or proxy.8
* * *9
§418. Dissolution 10
* * *11
B. A cooperative which has commenced business may dissolve voluntarily12
and liquidate its affairs in the following manner: 13
(1) The board of directors shall first recommend that the cooperative be14
dissolved voluntarily and thereafter the proposition that the cooperative be dissolved15
shall be submitted to the members of the cooperative at any annual or special16
meeting the notice of which shall set forth such proposition. The proposed voluntary17
dissolution shall be deemed to be approved upon the affirmative vote of not less than18
two-thirds a majority of those members voting thereon at such meeting; all of the19
members of the cooperative. Notwithstanding any other provision of law in this Part,20
voting by proxy and mail may be authorized in the cooperative's bylaws for purposes21
of this Section as provided for in R.S. 12:407 and 408. This provision shall not limit22
the rights of members provided for in R.S. 12:417 or any rights otherwise granted in23
the bylaws and articles of incorporation which may authorize voting by mail or24
proxy.25
* * *26
Section 2. The provisions of this Act shall be applied prospectively only and shall27
not affect any transaction which cooperative members have voted to approve or disapprove28
prior to the effective date of this Act.29 HLS 10RS-3669 ENGROSSED
HB NO. 1472
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Section 3. The provisions of this Act shall become effective on January 1, 2011.1
DIGEST
The digest printed below was prepared by House Legislative Services. It constitutes no part
of the legislative instrument. The keyword, one-liner, abstract, and digest do not constitute
part of the law or proof or indicia of legislative intent. [R.S. 1:13(B) and 24:177(E)]
Nowlin HB No. 1472
Abstract: Requires an affirmative vote of not less than a majority of all of the members of
a cooperative in order to dissolve an electrical cooperative, and authorizes voting by
mail and proxy.
Present law provides that the original bylaws of a cooperative shall be adopted by its board
of directors. The first bylaws of a new cooperative resulting from a consolidation, or the
surviving cooperative resulting from a merger, or the converted corporation resulting from
a conversion, shall be adopted by the board of directors named in articles of conversion,
merger, or consolidation. Thereafter bylaws shall be adopted, amended, or repealed by the
members, except the board may amend the bylaws to authorize voting by mail at its meetings
of the members unless such meeting concerns the sale, lease, or other disposition or
encumbrance of all or any substantial portion of the property belonging to the cooperative.
Proposed law retains present law.
Present law further provides that, in the event voting by mail is authorized in the bylaws, the
board of directors is authorized to prescribe conditions necessary for voting by mail,
including the percentage of members required to constitute a quorum.
Proposed law retains present law and adds that nothing in proposed law shall limit the rights
of members under proposed law or any rights otherwise granted in the bylaws and articles
of incorporation which may authorize voting by mail or proxy.
Present law provides that a voluntary dissolution of an electrical cooperative shall be deemed
to be approved upon the affirmative vote of not less than 2/3 of those members voting at the
annual or special meeting.
Proposed law requires an affirmative vote of not less than a majority of all of the members
of a cooperative in order to dissolve an electrical cooperative and authorizes voting by mail
and proxy.
Effective Jan. 1, 2011.
(Amends R.S. 12:407 and 418(B)(1))