TITLE 12. CORPORATIONS AND ASSOCIATIONS
TITLE 12. CORPORATIONS AND ASSOCIATIONS
(1) "Corporation" means a Louisiana industrial development corporation created under this Chapter.
(2) "Financial institution" means any banking corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds.
(3) "Member" means any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this Chapter, upon its call, and in accordance with the provisions of this Chapter.
(4) "Board of directors" means the board of directors of the corporation created under this Chapter.
(5) "Loan limit" means, for any member, the maximum amount permitted to be outstanding at one time on loans made by such member to the corporation, as determined under the provisions of this Chapter.
(1) The name of the corporation, which shall include the words "Industrial Development Corporation of Louisiana" or "Economic Development Corporation of America".
(2) The location of the principal office of the corporation, but such corporation may have offices in such other places within the state as may be fixed by the board of directors.
(3) The purposes for which the corporation is founded, which shall be:
(a) To promote, stimulate, develop, and advance the business prosperity and economic welfare of Louisiana and its citizens;
(b) To encourage and assist through loans, investments, or other business transactions in the location of new business and industry in this state and to rehabilitate and assist existing business and industry;
(c) To stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of this state;
(d) Similarly, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state; and
(e) To provide financing for the promotion, development, and conduct of all kinds of business activity in this state.
(4) The names and post office addresses of the members of the first board of directors who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.
(5) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting, and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to a list of the officers and provisions governing the issuance of stock certificates to replace lost or destroyed certificates; provided that no provision shall be contained for cumulative voting for directors.
(6) (a) The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share, and the amount of capital with which it will commence business and, if there is more than one class of stock, a description of the different classes; the names and post office addresses of the subscribers of stock and the number of shares subscribed by each.
(b) The aggregate of the subscription shall be the minimum amount of capital with which the corporation shall commence business which shall not be less than two hundred fifty thousand dollars.
(7) A recitation that the corporation is organized under the provisions of this Chapter.
B. The articles of incorporation may also contain any provision consistent with the laws of this state for the regulation of the affairs of the corporation.
C. The articles of incorporation shall be in writing, subscribed by not less than three natural persons competent to contract and acknowledge, and filed in the office of the secretary of state for approval. A duplicate copy so subscribed and acknowledged may also be filed.
D. (1) The secretary of state shall not approve articles of incorporation for a corporation organized under this Chapter until a total of at least five national banks, state banks, savings banks, industrial savings banks, federal savings and loan associations, state savings and loan associations, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of the corporation; and the written agreement shall be filed with the secretary of state with the articles of incorporation and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the secretary of state.
(2) Whenever the articles of incorporation shall have been filed in the office of the secretary of state and approved by him, and all filing fees and taxes prescribed by Louisiana statutes have been paid, the subscribers, their successors and assigns shall constitute a corporation, and the corporation shall then be authorized to commence business and stock thereof to the extent herein or hereafter duly authorized may from time to time be issued.
(1) To elect, appoint, and employ officers, agents, and employees; to make contracts and incur liabilities for any of the purposes of the corporation; provided, that the corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint-stock company, association or trust, or in any other manner.
(2) To borrow money from its members and the Small Business Administration and any other similar federal agency for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval.
(3) To make loans to any person, firm, corporation, joint-stock company, association or trust, and to establish and regulate the terms and conditions with respect to any such loans and the charges for interest and service connected therewith; provided, however, that the corporation shall not approve any application for a loan unless and until the person applying for said loan shall show that he has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.
(4) To purchase, receive, hold, lease, or otherwise acquire, and to sell, convey, transfer, lease, or otherwise dispose of real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations.
(5) To acquire the good will, business, rights, real and personal property and other assets, or any part thereof, or interest therein, of any persons, firms, corporation, joint-stock companies, associations or trusts, and to assume, undertake, or pay the obligations, debts, and liabilities of any such person, firm, corporation, joint-stock company, association or trust; to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments; and to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments.
(6) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of any person, firm, corporation, joint-stock company, association or trust, and while the owner or holder thereof to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon.
(7) To mortgage, pledge, or otherwise encumber any property, right or thing of value, acquired pursuant to the powers contained in paragraphs (4), (5), or (6) as security for the payment of any part of the purchase price thereof.
(8) To cooperate with and to avail itself of the facilities of the United States Department of Commerce, the Louisiana Department of Commerce and Industry, and any other similar state or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of such communities or of this state or of any part thereof.
(9) To do all acts and things necessary or convenient to carry out the powers expressly granted in this Chapter.
(1) Any person, including all domestic corporations organized for the purpose of carrying on business with this state, and further including without implied limitation public utility companies and insurance companies, and foreign corporations licensed to do business within this state, and all financial institutions as defined herein, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of the corporation, and while owners of said stock to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state except as otherwise provided in this Chapter; provided, however, that a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation;
(2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein; and
(3) Each financial institution which becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of the corporation, and while owners of said stock to exercise all the rights, powers, and privileges or ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten percent of the loan limit of such member.
The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.
Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:
(1) All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the provisions of this section.
(2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed ten times the amount then paid in on the outstanding capital stock of the corporation.
(3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by such member, shall not exceed:
(a) Twenty percent of the total amount then outstanding on loans to the corporation by all members, including in said total amount outstanding amounts validly called for loan but not yet loaned.
(b) The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership, or in the case of an insurance company, its last annual statement to the state insurance commissioner; two and one half percent of the capital and surplus of commercial banks and trust companies; one half of one percent of the total outstanding loans made by savings and loan associations, and building and loan associations; two and one half percent of the capital and unassigned surplus of stock insurance companies, except fire insurance companies; two and one half percent of the unassigned surplus of mutual insurance companies, except fire insurance companies; one tenth of one percent of the assets of fire insurance companies; and such limits as may be approved by the board of directors of the corporation for other financial institutions.
(4) Subject to Subparagraph (a) of Paragraph (3) of this section, each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion to the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans made by such member to the corporation and the investment in capital stock of the corporation held by such member at the time of such call.
(5) All loans to the corporation by members shall be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the corporation, which shall be freely transferable at all times, and which shall bear interest at a rate of not less than one-quarter of one percent in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans.
A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to notice of the intended withdrawal of said member.
(1) To determine the number of and elect directors as provided in R.S. 12:959;
(2) To make, amend, and repeal bylaws;
(3) To amend its charter as provided in R.S. 12:958
(4) To dissolve the corporation as provided in R.S. 12:965;
(5) To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institution, and from any agency established under the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or other similar federal laws now or hereafter enacted;
(6) To exercise such other of the powers of the corporation consistent with this Chapter as may be conferred on the stockholders and the members by the bylaws.
As to all matters requiring action by the stockholders and the members of the corporation, said stockholders and said members shall vote separately thereon by classes, and except as otherwise herein provided, such matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled.
Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held by him, and each member shall have one vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars shall have one additional vote, in person or by proxy, for each additional one thousand dollars which such member is authorized to have outstanding on loans to the corporation at any one time as determined under R.S. 12:955(3)(b).
Within thirty days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth such amendment and due adoption thereof, shall be submitted to the secretary of state who shall examine them, and if he finds that they conform to the requirements of this Chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the secretary of state, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.
Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.
At such first meeting, the incorporators shall organize by the choice, by ballot, of a temporary clerk; by the adoption of bylaws; by the election by ballot of directors; and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten of the incorporators shall be a quorum for the transaction of business.
12:971. Applicability of Louisiana business corporation law
The corporation shall be subject to all of the provisions of Chapter 1 of this Title, as amended from time to time, except to the extent that such provisions are inconsistent with the provisions of this Chapter.
