A nonprofit social club’s tradition of directly electing its officers at the annual meeting of members does not prevail over a specific provision of the bylaws that officers will be elected by the directors, an appellate court in Louisiana has held. The issue arose in connection with a fight for control over the St. Rose Deer Club, which was formed in the late 1930s but not incorporated until 1993. At its incorporation A.J. Vicari was listed as an original director and president. The club continued to elect new officers annually at the January meeting, electing Vicari as president each time, until the 2011 meeting at which 21 members were present and elected a new president. A few days...