Louisiana Revised Statutes Tit. 33, § 7606. Organization of corporation; employees; meetings; personal liability of directors

A. The directors of a corporation shall initially and annually thereafter select from among themselves a vice-chairman, and such other officers as the corporation may determine. A corporation may employ an executive director and other employees as it may require, shall determine the qualifications and compensation of such employees as are exempt from the civil service system, and may engage or employ consultants in any field, discipline or profession, provided, however, that no such consultants shall be engaged or employed unless the board of directors shall determine by resolution that (1) the objectives of such engagement or employment shall be to forward the objectives of this chapter, (2) that it would not be feasible for such corporation to undertake the activity in question without engaging or employing such consultants, and (3) that the fees flowing to such consultants are reasonable, in the judgment of such corporation, in light of the service to be rendered and the activities to be undertaken.

B. All permanent employees of a corporation (other than the directors, the executive director and his assistant) shall be part of the civil service system of the parish or municipality. Consultants or other persons or groups furnishing services under contract, including but not limited to managerial, engineering, planning or legal services, shall not be a part of the civil service system regardless of the length of their contracts or the nature of the services rendered.

C. A majority of the directors of a corporation shall constitute a quorum for its meetings. Action may be taken by a corporation upon a vote of a majority of the directors of such corporation unless in any case the by-laws shall require a larger number. Directors of a corporation or other officers shall not be liable personally on the bonds or other obligations of such corporation and the rights of creditors shall be solely against such corporation.