§ 5-202. Provisions in charter or bylaws

   (a) Lack of authority to issue stock. -- The charter of each nonstock corporation formed after June 1, 1951, shall provide that the corporation has no authority to issue capital stock.

(b) Other charter or bylaw provisions. -- Notwithstanding any other provision of this article, the charter or bylaws of a nonstock corporation may:

   (1) Divide the directors or members of the corporation into classes;

   (2) Prescribe the tenure and conditions of office of its directors, but no class of director may be elected to serve for a period shorter than the interval between annual meetings unless:

      (i) All or a class of directors must be members; and

      (ii) Qualifications for membership have the effect of shortening their tenure of office;

   (3) Prescribe the rights, privileges, and qualifications of its members;

   (4) Prescribe the manner of giving notice of any meeting of its members;

   (5) Provide for the number or proportion of voting members whose presence in person or by proxy constitutes a quorum at any meeting of its members;

   (6) Provide that any action may be taken or authorized by any number or proportion of the votes of all its members or all its directors entitled to vote;

   (7) Deny or limit the right of its members to vote by proxy; and

   (8) Provide for the right of members to vote by mail on a stated proposal or for the election of directors or any officers who are elected by members.

HISTORY: An. Code 1957, art. 23, § 133-135; 1975, ch. 311, § 2.