Louisiana Revised Statutes Tit. 12, § 1-1022. Public corporation bylaw provisions relating to the election of directors

A. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this Section, alter the vote specified in R.S. 12:1-728(A), or provide for cumulative voting, a public corporation may elect in its bylaws to provide a means for a shareholder to vote against the election of an individual to serve as a director and, notwithstanding a director's election by plurality vote, to limit the term or require the resignation of any director who receives more votes against than for his or her election.

B. The expiration of a limited term, or the resignation of a director, pursuant to a bylaw authorized by this Section creates a vacancy that is governed by R.S. 12:1-810.

C. A bylaw authorized by this Section may be repealed by either of the following: