ENROLLED
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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
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 Thereafter bylaws shall be adopted, amended , or repealed by the members,16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 ENROLLEDHB NO. 1472
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encumbrance of all or any substantial portion of the property belonging to the1
cooperative. In the event voting by mail is authorized in the bylaws, the board of2
directors is authorized to prescribe conditions necessary for voting by mail, including3
the percentage of members required to constitute a quorum. The bylaws shall set4
forth the rights and duties of members and directors and may contain other5
provisions for the regulation and management of the affairs of the cooperative not6
inconsistent with this Part or with its articles of incorporation. Nothing herein or in7
this Part shall limit the rights of members provided for in R.S. 12:417 or any rights8
otherwise granted in the bylaws and articles of incorporation which may authorize9
voting by mail or proxy.10
* * *11
§418. Dissolution 12
* * *13
B. A cooperative which has commenced business may dissolve voluntarily14
and liquidate its affairs in the following manner: 15
(1) The board of directors shall first recommend that the cooperative be16
dissolved voluntarily and thereafter the proposition that the cooperative be dissolved17
shall be submitted to the members of the cooperative at any annual or special18
meeting the notice of which shall set forth such proposition. The proposed voluntary19
dissolution shall be deemed to be approved upon the affirmative vote of not less than20
two-thirds a majority of those members voting thereon at such meeting; all of the21
members of the cooperative. Notwithstanding any other provision of law in this Part,22
voting by proxy and mail may be authorized in the cooperative's bylaws for purposes23
of this Section as provided for in R.S. 12:407 and 408. This provision shall not limit24
the rights of members provided for in R.S. 12:417 or any rights otherwise granted in25
the bylaws and articles of incorporation which may authorize voting by mail or26
proxy.27
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Section 2. The provisions of this Act shall be applied prospectively only and shall1
not affect any transaction which cooperative members have voted to approve or disapprove2
prior to the effective date of this Act.3
Section 3. The provisions of this Act shall become effective on January 1, 2011.4
SPEAKER OF THE HOUSE OF REPRESENTATI VES
PRESIDENT OF THE SENATE
GOVERNOR OF THE STATE OF LOUISIANA
APPROVED: