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action to implement that understanding.11
Louisiana corporation law specifically addresses the manner
in which directors or shareholders of a Louisiana corporation
shall act on behalf of the corporation. Petitioner has cited no
provisions of Louisiana corporation law (and, therefore, no
authority) in support of her position that LPP was bound by the
1986 agreement with the result that it might be said to
constitute a “binding agreement” for purposes of section 1.1361-
1(l)(2)(i), Income Tax Regs. Our own review of Louisiana
corporation law leads us to conclude that the procedures required
to (1) institute a board of directors’ or shareholders’ meeting
and (2) adopt binding resolutions at such meetings are either
governed by the articles of incorporation and/or the bylaws or by
the Louisiana corporation law itself.12
11 That absence of corporate action is inconsistent with
what appears to have been the normal practice of LPP’s
shareholders/directors to keep written minutes of directors’ and
shareholders’ meetings and of resolutions adopted at those
meetings.
12 With regard to board of directors’ meetings, see La.
Rev. Stat. Ann. sec. 12:81C(6)(a) (1994):
[N]otice of meetings of the board shall be given as
provided in the articles or bylaws. If not so
provided:
(i) Regular meetings of the board may be held
without notice of the date, time, place, or purpose of
the meeting, provided that the date, time, and place
are fixed by the board or are determinable pursuant to
the articles or bylaws.
(ii) Special meetings of the board shall be
preceded by at least two days notice of the date, time,
and place of the meeting. (continued...)
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Last modified: March 27, 2008