La. Admin. Code tit. 42 § IX-1105

Current through Register Vol. 50, No. 11, November 20, 2024

Section IX-1105 - Officers

A. Corporation President. The president of the corporation shall be appointed by the board subject to the approval of the governor. Should the governor refuse to approve the appointment of the president by the board, then the board shall submit another name. The person whose appointment was refused shall not be renamed for approval for a period of two years. The governor shall, within 30 days after the nomination of the president by the board, either approve or reject the nomination.

B. Powers and Duties of the President. The president of the corporation shall manage the affairs of the corporation and shall have such powers and duties as specified by the board of directors . The president shall not be a member of the board . The president of the corporation shall serve at the pleasure of the board which shall set the compensation of the president. The president of the corporation (the "president") shall manage the daily affairs of the corporation and shall serve as chief executive officer of the corporation, with general management of the corporation's business and power to make contracts in the ordinary course of business; shall appoint such officers as he or she deems appropriate, including, without limitation, a vice-president and a secretary-treasurer; shall see that all orders and resolutions of the board are carried into effect and direct the other officers and agents of the corporation in the performance of their duties; shall have the power to execute all authorized instruments; and shall generally perform all acts incident to the office of president, or which are authorized or specified by law or the board, or which are incumbent upon him or her under the provisions of the corporate articles or these bylaws and rules of procedure. The president shall serve at the pleasure and will of the board.

C. Vice President. The president shall employ a vice president and a secretary-treasurer with such duties as are assigned by the president. Such officers shall serve at the pleasure of the president. In the absence or disability of the president, the vice-president shall perform the president's duties and exercise his or her powers. The vice-president shall serve at the pleasure and will of the president.

D. Secretary-Treasurer. A secretary-treasurer of the corporation (the "secretary-treasurer") shall be appointed by the president and shall have custody of all funds, securities, evidences of indebtedness and other valuable documents of the corporation; shall receive and give, or cause to be received and given, all moneys paid to or by the corporation and receipts and acquittance for moneys paid into or for the account of the corporation; shall enter, or cause to be entered, in the books of the corporation to be kept for that purpose, full and accurate accounts of all moneys received and paid out on account of the corporation, and, whenever required by the president or the board, he or she shall render a statement of his or her accounts; shall keep or cause to be kept such books as will show a true record of the expenses, gains, losses, assets and liabilities of the corporation; shall, in the absence of the secretary of the board, perform the duties and exercise the powers of the secretary; and shall perform all of the other duties incident to the office of secretary-treasurer as determined or directed by the president or the board. If required by the board or the president, the secretary-treasurer shall give the corporation a bond for the faithful discharge of his or her duties and for restoration to the corporation, upon termination of his or her tenure, of all property of the corporation under his or her control. The secretary-treasurer shall serve at the pleasure and will of the president.

E. Assistants. Assistants to the president, vice-president or secretary-treasurer may be appointed by the president or, with the approval of the president, by the officer under whom such assistant serves, and shall have such duties as may be delegated to them by the president or the officer under whom such assistant serves. Each assistant shall serve at the pleasure and will of the president.

F. Compensation. The compensation of the president shall be fixed by the board, and the compensation of all other officers shall be determined by the president, subject to the prior approval of the board.

G. Term of Office. Each officer of the corporation or assistant thereto shall, unless he or she resigns or is earlier terminated by the corporation, hold office until his or her successor is chosen and qualified in his or her stead. Any officer elected or appointed by the board or president may be removed at any time by the affirmative vote of the board or by action of the president, unless such power is specifically limited to action by the board (e.g., appointment of the president). If the office of any officer or assistant becomes vacant for any reason, the vacancy shall be promptly filled by the president. No vacancy need be filled if the board or the president determines that the office in which such vacancy occurs need not be filled; provided that the corporation shall maintain the offices of president, vice-president and secretary-treasurer.

H. Absence. In the case of the absence of any officer of the corporation or an assistant thereto, or for any other reason that the board or president may deem sufficient, the board or president may delegate any of the powers or duties of any officer or assistant to any other officer or employee of the corporation or designee of the board. For purposes of these bylaws, an officer not yet hired or retained shall be deemed absent.

La. Admin. Code tit. 42, § IX-1105

Promulgated by the Louisiana Economic Development and Gaming Corporation, LR 19:1015 (August 1993).

AUTHORITY NOTE: Promulgated in accordance with R.S. 4:601 et seq.