The Practicing Notary, Baton Rouge Notary Public Baton Rouge Notary Public Baton Rouge Notary Public Baton Rouge Notary Public Baton Rouge Notary Public Baton Rouge Notary Public Baton Rouge Notary Public Baton Rouge Notary Public Baton Rouge Notary Public Baton Rouge Notary Public

TITLE 12. CORPORATIONS AND ASSOCIATIONS

CHAPTER 15. PROFESSIONAL NURSING CORPORATIONS

12:1071. Terms defined

As used in this Chapter:

A. "Professional nursing corporation" means a corporation organized pursuant to this Chapter for the practice of nursing.

B. All terms used both in this Chapter and in Chapter 1 of this Title shall have the same meaning when used in this Chapter, as when used in Chapter 1.

12:1072. Professional corporations

One or more natural persons, of full age and duly licensed to practice nursing in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing nursing. Such corporations shall be subject to all of the provisions of Chapter 1, as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.

12:1073. The corporate name

The corporate name shall consist of the full or last names of one or more voting shareholders, former voting shareholders or members of a predecessor nursing or anesthetists' partnership; may include "Limited" or "Ltd."; and shall end with one of the phrases, which may be in parentheses, "A Professional Nursing Corporation," or "A Professional Corporation."

The name need not contain "Incorporated" or "Inc."

12:1074. Corporate authority

A professional nursing corporation shall engage in no business other than the practice of nursing but may hold property for investment or in connection with its nursing practice.

12:1075. Shares

A. There shall be only one class of shares of professional nursing corporations, denominated common shares which shall be either with or without par value.

B. A shareholder who is a natural person duly licensed to practice nursing in this state, and who holds his shares in his own right, shall be entitled to vote his shares, and to participate in the corporation's earnings. Any other shareholder shall have no voting rights for any purpose whatever, shall not participate in the corporation's earnings, and shall have no access to any records or communications pertaining to nursing services rendered by or any other affairs of, the corporation, except as provided in R.S. 12:1083(B).

C. R.S. 12:33 shall not apply to professional nursing corporations.

12:1076. Certificate of stock

A. Each certificate of stock shall contain the corporation's full name, and the following statement: "Except when held in his own right by a natural person duly licensed to practice nursing in the state of Louisiana, the shares represented by this certificate are not entitled to be voted or to participate in the earnings of the corporation, and the holder is not entitled to participate in the management of, or the rendition of nursing services by the corporation, or to have access to any records or communications pertaining to nursing services rendered by, or any other affairs of, the corporation."

B. Each certificate of stock shall contain a reference to any and all agreements among the corporation's voting shareholders, made pursuant to R.S. 12:1079.

C. There shall be no provision for compulsory offer of shares for purchase by or sale to the corporation and, except as provided in R.S. 12:71, no restriction upon the transfer of shares, unless in either event such provision or restriction is stated or summarized on the certificate representing the shares.

12:1077. Liability of incorporators, subscribers, shareholders, directors, officers and agents

A. A subscriber to, or holder of, shares of a professional nursing corporation shall be under no liability to the corporation with respect to such shares, other than the obligation of complying with the terms of the subscription therefor, and said obligation shall continue whether or not his rights or shares have been assigned or transferred.

B. A shareholder shall not be personally liable for any debt or liability of the corporation.

C. Nothing in this Chapter shall be construed as in derogation of any rights which any person may by law have against an incorporator, subscriber, shareholder, director, officer or agent of the corporation, because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act, by such person, or in derogation of any right which the corporation may have against any of such persons because of any fraud practiced upon it by him.

12:1078. Action of shareholders

Any action by, or requiring the assent of, the shareholders of a professional nursing corporation may be taken on the affirmative vote of a majority, or such proportion as the articles of incorporation may specify, in interest of the voting shareholders present or represented at a meeting duly called and held on due notice, at which a quorum is present or represented.

12:1079. Shareholders' agreements

A. Any lawful provision regulating the affairs of a professional nursing corporation or the rights and liabilities of its shareholders, which is not required to be set forth in the articles of incorporation, may be set forth in an agreement among all of the voting shareholders, and such agreement shall be binding on the corporation and all persons who are at the time such agreement is made, or who thereafter become, shareholders of the corporation. Such agreement may be terminated at any time by a majority in interest of the voting shareholders.

B. A duplicate copy of such agreement shall be filed in the corporation's registered office, and shall be open, daily during business hours, to the inspection of any shareholder or his attorney or legal representative.

12:1080. Directors

Only voting shareholders may be directors. If there are fewer than three voting shareholders, there need be only as many directors as voting shareholders. The office of a director shall become vacant if he ceases to be a voting shareholder.

12:1081. Officers and agents

A. Only voting shareholders may be officers. If there is only one voting shareholder, all offices may be combined in his person. The office or offices held by an officer shall become vacant if he ceases to be a voting shareholder.

B. Only natural persons duly licensed to practice nursing in this state or persons possessing temporary licenses may render nursing services in behalf of a professional nursing corporation.

12:1082. Merger and consolidation

Professional nursing corporations may be merged into or consolidated only with other professional nursing corporations.

12:1083. Dissolution

A. The fact that it has no voting shareholders shall be a ground for involuntary dissolution of a professional nursing corporation.

B. In the event of the death of a shareholder of a professional nursing corporation, said shareholder's succession representative, or those placed in possession of the shares of said shareholder if there be no administration of the succession, as the case may be, shall be entitled to vote the shares of said shareholder, and to be elected a director and officer of the corporation, for the purpose of effectuating a voluntary dissolution and liquidation of the corporation, in or out of court, pursuant to the Louisiana Business Corporation Law.

12:1084. Regulation by Louisiana State Board of Nurse Examiners

Professional nursing corporations shall be subject to the discipline of the Louisiana State Board of Nurse Examiners and to its authority to adopt rules and regulations governing the practice of nursing.

12:1085. Short title

This Chapter shall be known and may be referred to by the short title "Professional Nursing Corporations Act."