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ACT No. 261
Regular Session, 2014
HOUSE BILL NO. 841
BY REPRESENTATIVE LEGER
AN ACT1
To amend and reenact R.S. 12:1301(A)(18) and 1316 and to enact R.S. 12:1318(E) and2
1370, relative to limited liability companies; to provide for the definition of person3
as it relates to limited liability companies; to provide relative to voting of managers;4
to provide relative to voting by proxy; and to provide for related matters.5
Be it enacted by the Legislature of Louisiana:6
Section 1. R.S. 12:1301(A)(18) and 1316 are hereby amended and reenacted and7
R.S. 12:1318(E) and 1370 are hereby enacted to read as follows: 8
§1301. Definitions9
A. As used in this Chapter, unless the context otherwise requires:10
* * *11
(18) "Person" means a natural person, corporation, partnership, limited12
partnership, domestic or foreign limited liability company, joint venture, trust13
including a common law trust, business trust, statutory trust, voting trust, or any14
other form of trust, estate, or association.15
* * *16
§1316. Voting by managers 17
Except as otherwise provided in the articles of organization or an operating18
agreement, if the limited liability company has more than one manager, each19
manager shall be entitled to a single vote on all matters properly brought before the20
managers, and all decisions of the managers shall be made by majority vote of the21
managers. In the absence of such a provision in the articles or operating agreement,22
no manager shall have the right to vote by proxy.23
* * *24
§1318. Voting rights of members 25
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E.(1) A member shall have the right to cast his vote either in person or,1
subject to the following provisions, by proxy duly authorized in writing, signed by2
the member and filed in the registered office of the limited liability company at or3
before the meeting.4
(2) The authority of the holder of a proxy to act shall not be revoked by the5
death of the member who executed the proxy unless, before the authority is6
exercised, written notice of such death is received by the registered office of the7
limited liability company.8
(3)(a) A proxy shall be revocable at will, unless otherwise validly provided9
by agreement or by any provision of the proxy. The validity of every unrevoked10
proxy shall cease eleven months after the date of its execution, unless some other11
definite period of validity is expressly provided. In no case shall an outstanding12
proxy be valid for longer than three years.13
(b) The revocation of a proxy, if revocable, shall not be effective until14
written notice has been given to the office of the limited liability company, or unless15
a proxy of later date is filed with the office at or before the meeting.16
(4) A proxy regular on its face and signed in the name of a member entitled17
to vote at the meeting shall be deemed valid unless challenged before it is voted, and18
the burden of proving invalidity shall be on the challenger.19
(5) When shares are registered in the names of two or more persons, other20
than trustees, a proxy signed by any one or more of them shall be deemed valid21
unless the limited liability company receives written notice to the contrary from a22
nonsigning member before the proxy is voted.23
(6) Except as otherwise provided in the articles or bylaws, without limiting24
the manner in which a member may authorize another person or persons to act for25
him as proxy, pursuant to this Subsection, the following shall constitute a valid26
means by which a member may grant such authority:27
(a) A member may execute a writing authorizing another person or persons28
to act for him as proxy. Execution may be accomplished by the member or his29
authorized officer, director, employee, or agent signing such writing or causing his30 ENROLLEDHB NO. 841
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signature to be affixed to such writing by any reasonable means, including but not1
limited to facsimile signature.2
(b)(i) A member may authorize another person or persons to act for him as3
proxy by transmitting or authorizing the transmission of a telegram, cablegram, or4
other means of electronic transmission to the person who will be the holder of the5
proxy, or to a proxy solicitation firm, proxy support service organization, or like6
agent duly authorized by the person who will be the holder of the proxy to receive7
such transmission.8
(ii) Any such telegram, cablegram, or other means of electronic transmission9
shall be submitted with information from which it can be determined that the10
telegram, cablegram, or other electronic transmission was authorized by the member.11
If it is determined that such telegrams, cablegrams, or other electronic transmissions12
are valid, the inspectors or other such persons making that determination shall13
specify the information upon which they relied.14
(c) Any copy, facsimile telecommunication, or other reliable reproduction15
of the writing or transmission, created pursuant to this Subsection may be substituted16
or used in lieu of the original writing or transmission for all purposes for which the17
original writing or transmission could be used. Such copy, facsimile18
telecommunication, or other reliable reproduction shall be a complete reproduction19
of the entire original writing or transmission.20
* * *21
§1370. Voting trusts22
A. One or more members of a limited liability company may, pursuant to an23
agreement in writing, transfer voting shares to any one or more persons or company24
having authority to act as trustees, for the purpose of vesting in the transferees, as25
trustees, for a period not exceeding fifteen years and upon the terms and conditions26
stated in the agreement, all voting or other rights pertaining to such shares. The27
voting trust agreement may stipulate that the time of the agreement may be extended28
under the same terms and conditions for an additional period, not to exceed ten years29
from the date of expiration of the original agreement. When the original agreement30 ENROLLEDHB NO. 841
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contains such a stipulation, it shall provide for the manner, method, time, and place1
for a meeting of all of the depositing members to vote on the extension. At least a2
majority in interest of all depositing members, and a larger percentage if stipulated,3
must vote for extension if the original agreement is to remain effective beyond its4
original expiration date.5
B. Unless the agreement provides otherwise, any other member may at any6
time transfer his voting shares to the same trustee or trustees upon the terms and7
conditions stated in the agreement, and thereupon shall be bound by, and shall have8
the benefits of, all of the provisions of the voting trust agreement.9
C. The certificates of voting shares transferred to a trustee or trustees shall10
be surrendered and cancelled, and new certificates therefor issued in the name of the11
trustee or trustees. In the new certificates it shall appear that they are issued pursuant12
to the voting trust agreement. In the entry of transfer on the records of the limited13
liability company, it shall be noted that the transfer is made pursuant to the14
agreement.15
D. The trustee or trustees shall execute and deliver voting trust certificates16
to the transferors. Such voting trust certificates shall be transferable in the same17
manner and with the same effect as a membership interest under the provisions of18
R.S. 12:1330.19
E. The trustee or trustees shall possess all voting and other rights pertaining20
to the shares transferred and registered in his or their names, subject to the terms and21
conditions of, and for the period specified in, the agreement.22
F. Unless otherwise provided in the agreement, the following shall apply:23
(1) The trustee or trustees may vote in person or by proxy.24
(2) If there are two or more trustees, the manner of voting shall be25
determined by the will of the majority of the trustees, unless the voting trust26
agreement appointing the trustees directs that the shares shall be voted in some other27
way. When, in any case, the trustees are equally divided as to the manner of voting28
shares transferred jointly in their names, any court of competent jurisdiction may,29
upon petition filed by any of the trustees or by any member, appoint an additional30 ENROLLEDHB NO. 841
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person to act with the trustees in determining the manner in which the shares shall1
be voted on the particular questions as to which the trustees are divided.2
(3) Vacancies among the trustees shall be filled by the remaining trustee or3
trustees.4
(4) A trustee shall incur no responsibility as trustee except for his individual5
neglect or malfeasance.6
G. The trustee or trustees shall keep at a place available to holders of voting7
trust certificates, correct and complete books and records of account relating to the8
trust, and a record containing the names and addresses of all persons who are holders9
of voting trust certificates, the number of shares represented by each certificate held10
by them, and the dates when they became the owners of the shares. The record may11
be in written form or in any other form capable of being converted into written form12
within a reasonable time.13
H. A duplicate of every voting trust agreement shall be filed in the registered14
office of the limited liability company. The duplicate and the record of voting trust15
certificate holders shall be subject to the same right of inspection by a member or a16
holder of a voting trust certificate, in person or by agent or attorney, as are the17
records of the limited liability company under R.S. 12:1319.18
SPEAKER OF THE HOUSE OF REPRESENTATI VES
PRESIDENT OF THE SENATE
GOVERNOR OF THE STATE OF LOUISIANA
APPROVED: