§1141.21. Board of directors and officers of the association

            A. The board of directors shall consist of at least three natural persons, each of whom shall be a lot owner or a representative of a lot owner if the lot is owned by a juridical person. If the planned community consists of fewer than three lots, the board of directors shall consist of the same number of persons as there are lots. Except as otherwise provided in R.S. 9:1141.17(E), a special meeting of the association shall be held for the purpose of electing the board of directors at least thirty days prior to the termination of the period of declarant control. The meeting notice shall be given, in accordance with R.S. 9:1141.38, no more than sixty days and no fewer than thirty days before the date of the meeting. If a quorum is not present at the meeting, then it may be adjourned and reconvened by the association at the place and time declared at the meeting, at which time those lot owners who are present shall constitute a quorum for purposes of electing the board of directors. Unless the community documents provide for the election of officers by the lot owners, the board of directors shall be entitled to elect the officers. The directors and officers shall take office upon the termination of the period of declarant control.

            B. Directors of the board of directors and officers of the association shall exercise the degree of care and loyalty required of a director or officer and are subject to the conflict of interest rules and limitations of liability governing directors and officers in accordance with the Nonprofit Corporation Law, R.S. 12:201 et seq. Nevertheless, no director or officer shall be liable to the association or its members for money damages for any action taken, or any failure to act, as a director or officer, except as provided in R.S. 9:2792.7 or as otherwise provided by law.

            C. The protection against liability of a director or officer for conduct described in Subsection B of this Section may be modified in the community documents. The association may purchase insurance against liability as provided in R.S. 12:1-857.

            D. The board of directors shall not do any of the following:

            (1) Amend the declaration.

            (2) Amend the bylaws.

            (3) Terminate the planned community.

            (4) Elect directors, but the board of directors may fill vacancies in its membership for the unexpired portion of any term or, if earlier, until the next regularly scheduled election of directors.

            (5) Determine the qualifications, powers, duties, or terms of office of directors.

            (6) Impose any rules or regulations inconsistent with the declaration.

            E. The board of directors shall propose a budget to be approved in accordance with R.S. 9:1141.34.

            Acts 2024, No. 158, §2, eff. Jan. 1, 2025.