Louisiana · Part NP
Louisiana Nonprofit Corporation Law (La. R.S. Title 12 Ch. 2) — Plain-English Summary
Every section of this body of law translated into plain English for Louisiana board members and homeowners.
Formation
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§12:201
Defines the words Chapter 2 uses, including articles, member, director, and nonprofit corporation. This is the glossary the Planned Community Act points to w…
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§12:202
One or more natural or artificial persons capable of contracting may form a nonprofit corporation under this Chapter. That is the corporate form the Planned …
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§12:203
Articles must be in English, signed by each incorporator, and set forth the name, that it is a nonprofit corporation, purposes, duration if not perpetual, re…
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§12:205
File the articles with the Secretary of State. When SOS finds them in compliance and fees are paid, SOS records them and issues a certificate of incorporatio…
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§12:205.1
On or before the corporation's anniversary each year, an officer or director files a signed SOS report with the registered office, registered agents, the nam…
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§12:207
A nonprofit may do anything necessary or proper to accomplish its articles purposes, including suing, holding and conveying property, adopting bylaws, and th…
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§12:236
Every corporation must keep a Louisiana registered office. Change of office is a board action; notice goes to SOS and the parish mortgage recorder within 30 …
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§12:237
If the articles do not set a method, they may be amended by two-thirds in interest of the voting members present at a meeting whose notice set forth the amen…
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§12:269
Names this Chapter the Nonprofit Corporation Law. Planned-community associations must organize under it (R.S. 9:1141.19); condominium associations may. It fi…
Members
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§12:210
A nonprofit may be organized on a stock basis, a non-stock basis, or both, as the articles provide. A purely non-stock corporation does not issue shares; mem…
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§12:217
Membership classes and rules of admission, retention, suspension, and expulsion come from the articles or bylaws, and must be reasonable, germane to the purp…
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§12:218
Dues or assessments may be levied only if the articles or bylaws confer the authority. They may differ by class but must be uniform within a class. The amoun…
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§12:219
A member is not personally liable for any obligation of the corporation. A member who receives an unlawful distribution is liable up to the amount received; …
Directors and officers
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§12:222
Members or directors may make, amend, and repeal bylaws, always subject to the members' power to change what the directors did. Default is a majority of thos…
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§12:224
Affairs are managed by a board of at least three natural persons (or one per member if there are fewer than three members). Default term is one year; no sing…
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§12:225
The board elects a president, a secretary, and a treasurer, and may elect vice presidents. Two offices may be combined in one person, but that person may not…
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§12:226
Officers and directors stand in a fiduciary relation to the corporation and its members and must discharge their duties in good faith with the diligence, car…
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§12:227
The corporation may indemnify a director, officer, employee, or agent who acted in good faith and in a manner reasonably believed to be in (or not opposed to…
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§12:228
A contract with a director or officer is not void solely because of that interest if the material facts were disclosed and a disinterested board or the membe…
Meetings and voting
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§12:229
At least one members' meeting must be held each calendar year to elect directors. Missing the designated date does not dissolve the corporation. If the annua…
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§12:230
Unless the articles or bylaws say otherwise, written notice of the time, place, and purpose of a members' meeting must go to voting members at least 10 days …
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§12:231
Unless this Chapter or the documents say otherwise, a majority of the voting members present in person or by proxy is a quorum. Once organized, those present…
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§12:232
Default is one vote per member (or one per share). Proxies are allowed unless the articles or bylaws prohibit them; they die at 11 months unless a shorter or…
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§12:233
When a member vote is required, written consent signed by all members with voting power on that question is enough, without a meeting. File the consent, plus…
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§12:234
The board may fix a record date not more than 60 days before the action, and if it is for notice and voting at a meeting, not less than 10 days before the me…
Records
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§12:223
Keep at the registered office minutes of member, director, and committee meetings; an alphabetical membership list with addresses; and records of assets, lia…
Frequently asked about Part NP
- What is Louisiana Part NP?
- Louisiana Part NP — the Louisiana Nonprofit Corporation Law (La. R.S. Title 12 Ch. 2) — is the body of law that governs how every Louisiana nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Part NP?
- Part NP contains 26 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at legis.la.gov.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a Louisiana-licensed attorney.
- How often does Louisiana Part NP change?
- The Louisiana State Legislature can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Part NP for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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