Louisiana § RS 12:1-207 - Emergency bylaws

Full text of Louisiana Louisiana Civil Code § RS 12:1-207 — Emergency bylaws, with citation guidance and answers to common questions.

§ RS 12:1-207. Emergency bylaws

A.  Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in Subsection D of this Section.  The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including any of the following:

(1)  Procedures for calling a meeting of the board of directors.

(2)  Quorum requirements for the meeting.

(3)  Designation of additional or substitute directors.

B.  All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency.  The emergency bylaws are effective only during the emergency.

C.  Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.

D.  An emergency exists for purposes of this Section if a catastrophic event makes it impracticable to attain a quorum of the corporation's directors when and as necessary to carry out the functions of the board of directors.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.

Source: official Louisiana text · Last verified 2026-08-27

Frequently Asked Questions About Louisiana § RS 12:1-207

What does Louisiana Civil Code § RS 12:1-207 cover?

Section RS 12:1-207 ("Emergency bylaws") is part of the Louisiana Civil Code, the codified statutory law of Louisiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Louisiana § RS 12:1-207?

A common citation format is "Louisiana Civil Code § RS 12:1-207" (Louisiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Louisiana law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Louisiana official source linked on this page or consult a licensed Louisiana attorney.

How does Louisiana § RS 12:1-207 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Louisiana can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in Louisiana.