Louisiana Revised Statutes Tit. 6, § 292. Directors or stockholders not participating in unlawful act

A director or stockholder shall not be liable for the commission of a prohibited act if he was absent from the meeting of directors or stockholders, as the case may be, at which the action was authorized or if he was present or represented at such meeting and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter with the secretary of the board.