Louisiana § RS 12:222 - Bylaws

Full text of Louisiana Louisiana Civil Code § RS 12:222 — Bylaws, with citation guidance and answers to common questions.

§ RS 12:222. Bylaws

A.  The members or the directors of a corporation may make, amend and repeal the bylaws of the corporation, subject always to the power of the members to change the action of the directors.  Unless the articles or bylaws provide otherwise, the powers hereby conferred shall be exercised by a majority vote of the directors or the voting members of the corporation, as the case may be, present or represented at any regular or special meeting convened after notice of the purpose thereof; provided, however, that no greater proportion of the voting members shall be required by bylaw, article, or otherwise to make, amend, or repeal bylaws than that proportion of directors which is required to make, amend, or repeal bylaws.

B.  The bylaws of a corporation shall operate merely as regulations among the shareholders or the members, and shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaws.  

C.  Subject to the provisions of this Chapter, the bylaws may include any provision for the regulation and management of the affairs of the corporation, its rights or powers, the rights, powers or duties of its members, directors or officers, or the directors' qualifications, classification, number or term of office, or fixing their compensation, not inconsistent with law or the articles.

Acts 1968, No. 105, §1.  Amended by Acts 1977, No. 139, §1.

Frequently Asked Questions About Louisiana § RS 12:222

What does Louisiana Civil Code § RS 12:222 cover?

Section RS 12:222 ("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 12:222?

A common citation format is "Louisiana Civil Code § RS 12:222" (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 12:222 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.