reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:205.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§205.1. Annual report to secretary of state

RS 205.1 - Annual report to secretary of state  A. On or before the anniversary date each year of the corporation, an officer or director of each corporation shall make and sign in its name a report to the secretary of state, stating:  (1) The post office address and the municipal address or location, which shall not be a post office box only, of its registered office.  (2) The name and post office address and municipal address or location, which shall not be a post office box only, of each registered agent.  (3) The names and municipal address, which shall not be a post office box only, of all of its directors and officers, and when the term of each expires.  (4) The taxpayer identification number of the corporation. The failure to include the taxpayer identification number of the corporation shall not invalidate nor cause the secretary of state to reject the report.  B. The secretary of state may prescribe and furnish forms for filing the annual report.  C. Each corporation, except a church, shall pay a filing fee as provided in R.S. 49:222 at the time of filing such report. No church shall be required to pay the fee.  D.(1) A church which is a member of and in good standing with a statewide church association may file such report through the association. The association shall then furnish the required information to the secretary of state. In lieu of submitting the information on a form supplied by the secretary of state, the association may submit a roster of information, provided that the roster contains the required information.  (2) A church which is a member of and in good standing with a statewide church association shall not be subject to the penalties otherwise applicable to corporations pursuant to this Title for failure to file annual reports.  Acts 1988, No. 95, §1; Acts 1989, No. 410, §1; Acts 1990, No. 22, §1; Acts 1990, No. 745, §2; Acts 2001, No. 1187, §1; Acts 2008, No. 913, §2; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:206 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§206. Effect of filing or recording papers

RS 206 - Effect of filing or recording papers  The filing and recording of articles and other documents pursuant to this Chapter are required for the purpose of affording all persons the opportunity of acquiring knowledge of the contents thereof, but no person dealing with a corporation shall be charged with constructive notice of the contents of the articles or such other documents by reason of the filing or recording.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:208 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§208. Defense of ultra vires

RS 208 - Defense of ultra vires  A. Invalidity of an act of a corporation, or of a conveyance or transfer of movable or immovable property to or by a corporation, by reason of the fact that the corporation was without capacity or power to perform such act or to make or receive such conveyance or transfer, may be asserted only:  (1) In an action by a member of the corporation to set aside such act, conveyance or transfer, brought within one year after the act was done or the conveyance or transfer was consummated, which time limit shall not be subject to suspension on any ground or interruption on any ground other than timely suit;  (2) In an action by a member against the corporation to enjoin the performance of any act or the transfer of movable or immovable property by or to the corporation. If the unauthorized act, conveyance or transfer sought to be enjoined is being, or is to be, performed or made pursuant to any contract to which the corporation is a party, the court may--if all of the parties to the contract are parties to the action, if the corporation is without capacity or power to perform the act or make or receive the transfer sought to be enjoined, and if the court considers such relief to be equitable--enjoin the performance of such contract, and in so doing may allow to the corporation, or to the other parties to the contract, compensation for any loss or damage sustained by any of them which may result from the action of the court in enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as loss or damage sustained;  (3) In an action in damages by the corporation or by its receiver, trustee or other legal representative, or by its members, in a derivative or representative suit, against the incumbent or former officers or directors of the corporation;  (4) In an action by the state to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.  B. In any action brought pursuant to subsection A(1) or (2) of this section, the plaintiff shall sustain the burden of proof that he has not at any time prior thereto assented to the act, conveyance or transfer in question, and that in bringing the action he is not acting in collusion with officials of the corporation.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:209 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§209. Corporations not required to be non-stock corporations

RS 209 - Corporations not required to be non-stock corporations  A corporation which is not permitted to distribute its net assets to its members upon dissolution may be organized either on a stock basis or on a non-stock basis. Acts 1968, No. 105, §1; Acts 1987, No. 294, §1, eff. July 5, 1987.
LA Rev Stat § 12:212 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§212. Shareholders' preemptive rights

RS 212 - Shareholders' preemptive rights  Shareholders shall have only such preemptive rights as may be provided in the articles. If the articles simply provide that "Shareholders shall have preemptive rights", then:  A. Each holder of shares having voting rights shall, upon issuance for cash of shares having voting rights, have a preemptive right, during a reasonable period to be fixed by the board of directors (which need not exceed fifteen days after the giving or mailing of written notice to him of the terms and conditions on which such right is exercisable), to subscribe, at such price and upon such terms as may be fixed in the manner provided in R.S. 12:213, for such proportion of the shares to be issued, as the number of shares having voting rights held by him bears to the total number of shares having voting rights then outstanding.  B. A shareholder shall have no preemptive right to subscribe for shares:  (1) Which are to be issued for consideration other than cash; or  (2) Which are to be issued to satisfy conversion or option rights; or  (3) Which are treasury shares.  C. Shares which have been offered to shareholders having a preemptive right at a price or upon terms duly fixed, and which have not been subscribed for by them within the period fixed by the board of directors, may thereafter, for one year following the end of such period, be issued or sold to any other person or persons at a price not less than that at which they were offered to such shareholders.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:213 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§213. Issuance of shares; consideration

RS 213 - Issuance of shares; consideration  A. Par-value shares may be issued initially for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed by the board of directors. Shares without par value may be issued initially for such consideration expressed in dollars as may be fixed by the board of directors, or by the members by vote of a majority in interest of the voting members present, if the articles reserve to the members the right to fix the consideration. Treasury shares may be disposed of by the corporation for such consideration as may be fixed from time to time by the board of directors.  B. Shares issued (1) pursuant to exercise of conversion rights, (2) in exchange for, or in respect of, outstanding shares pursuant to a reclassification of stock, or (3) in a merger or consolidation as provided in the merger or consolidation agreement, shall be considered as fully paid when so issued.  C. The consideration for shares shall be paid in cash or in corporeal or incorporeal property, or services actually rendered to the corporation, the fair value of which is not less than the dollar amount of the consideration fixed for the shares, before the shares are issued. Upon payment of the consideration fixed therefor, such shares shall be considered as fully paid. Cash consideration for shares may not be paid by the purchaser's note, secured or unsecured, or uncertified check; and in case of delivery of such a note or check in payment for shares, the shares shall not be issued until the note or check has been paid in full.  D. Solely for the purpose of determining whether shares have been paid for fully, the valuation placed by the directors or members, as the case may be, upon the consideration other than cash paid therefor shall be conclusive.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:214 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§214. Reservation of shares

RS 214 - Reservation of shares  A. A corporation shall reserve from its authorized but unissued shares, or its treasury shares, sufficient shares to meet its issuance obligations under subscription rights, warrants, options and conversion privileges.  B. Shares issuable pursuant to any such rights, warrants, options or privileges, grant or issuance of which was approved by such vote of the members as would have been required to amend the articles to increase the authorized number of the class of shares involved, shall, to the extent not available in the corporation's treasury, be issued notwithstanding the fact that the articles do not by their terms authorize such issuance.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:215 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§215. Convertible securities and stock-purchase rights

RS 215 - Convertible securities and stock-purchase rights  A. Unless the articles provide otherwise, a corporation shall have authority, whether or not in connection with the issuance and sale of any of its shares or other securities, to create and issue rights and options in any form, granting to the holders thereof:  (1) The right to convert, upon such terms and conditions as the corporation may deem expedient, shares or obligations into shares of any class; or  (2) The right or option to purchase, upon such terms and conditions as it may deem expedient, shares of any class.  B. Unless the articles provide otherwise, such authority shall be exercised by vote of the board of directors. However, no shares shall be issued pursuant to exercise of option rights created independently of issuance and sale of shares or other securities, unless the creation of such rights shall have been either (1) authorized or approved by the members, or (2) if the optionee is neither a director nor the holder, directly or indirectly, of record or beneficially or both, of more than ten per cent of the total voting power, authorized by vote of at least two-thirds of the directors in office.  C. If the shares (other than treasury shares) in respect of which such option or debt conversion rights are granted, have a par value and are authorized but unissued shares, then such conversion or option rights shall be exercisable at not less than the par value of such shares.  D. If the shares in respect of which such option or debt conversion rights are granted, are without par value or are treasury shares, such conversion or option rights shall be exercisable at such price as determined by the board of directors.  E. Shares shall not be converted into par-value shares (other than treasury shares) having a greater aggregate par value than the aggregate allocated value, at the time of conversion, of the shares to be converted.  F. Converted shares shall be cancelled.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:216 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§216. Redemption, purchase and cancellation of shares

RS 216 - Redemption, purchase and cancellation of shares  A. A corporation shall not purchase or redeem its shares when it is insolvent; or when such purchase or redemption would render it insolvent or would reduce its net assets below the aggregate amount payable on liquidation upon any issued shares, which have a preferential right to participate in the assets in event of liquidation, remaining after the purchase or redemption and cancellation of any shares in connection therewith; or at a price, in the case of shares subject to redemption, exceeding the redemption price thereof; or, except when authorized by the articles, unless a purchase of its shares has been authorized by affirmative vote of two-thirds in interest of the members of each class, regardless of limitations or restrictions on the voting power of any of such classes. Subject to the provisions of this subsection, a corporation may purchase its own shares, or redeem its shares subject to redemption, as provided in the following subsections of this section.  B. Subject to the provisions of R.S. 12:221(F), a corporation may purchase its own shares, or redeem its shares subject to redemption, out of surplus; provided that a corporation which is not permitted to distribute net assets to its members or shareholders on dissolution shall not pay any premium in connection with the redemption or purchase of its own shares, but shall pay not more than the consideration received by it upon issuance of each share redeemed or purchased.  C. To the extent that there is no surplus available for the purpose, a corporation may apply, to the redemption of its shares subject to redemption, such amount out of stated capital as will not reduce stated capital below the aggregate allocated value of the issued shares remaining after the redemption and cancellation of any shares in connection therewith. D. To the extent that there is no surplus available for the purpose, a corporation may purchase its own shares out of stated capital for the purpose of paying dissenting shareholders entitled to payment for their shares under the provisions of this Chapter. Shares so purchased out of stated capital shall be cancelled.  E. To the extent that there is no surplus available for the purpose, a corporation may apply to the purchase of its shares:  (1) For the purpose of eliminating fractions of shares; or  (2) For the purpose of collecting or compromising indebtedness to the corporation; such amount out of stated capital as will not reduce stated capital below the aggregate allocated value of the issued shares remaining after the purchase and cancellation of any shares in connection therewith. F. Shares which are cancelled are thereby restored to the status of authorized and unissued shares, unless the articles provide otherwise.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:217 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§217. Classes and qualifications of membership

RS 217 - Classes and qualifications of membership  A. Membership shall be of the classes, and shall be governed by the rules of admission, retention, suspension and expulsion, which the articles or by-laws prescribe; provided that all rules shall be reasonable, germane to the purpose of the corporation, and equally enforced as to all members of the same class.  B. Unless otherwise provided by the articles or by-laws, there shall be one class of members.  C. If neither the articles nor the by-laws provide for members or shareholders, or if a corporation has, in fact, no shareholders, and no members other than the persons constituting its board of directors, the persons for the time being constituting the board shall, for all intents and purposes, be taken to be the members of the corporation, and shall exercise all of the rights and powers of the members.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:218 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§218. Membership dues; assessments

RS 218 - Membership dues; assessments  A. Corporations may levy dues or assessments, or both, upon their members, but only in accordance with authority conferred either by the articles or the by-laws.  B. Dues or assessments, or both, may be levied upon shares and non-shareholding members of all classes and series alike, or in different amounts or proportions, or upon a different basis, upon shares or non-shareholding members of different classes or series, but shall be uniform as to all shares or all non-shareholding members of the same class or series. Members of one or more classes may be made exempt from either dues or assessments, or both, in the manner and to the extent provided either in the articles or by-laws. The amount of the levy and the method of collection of dues or assessments, or both, may be fixed in the articles or by-laws, or the articles or by-laws may authorize the board of directors to fix the amount thereof from time to time, and make them payable at the time and by the method of collection which the directors prescribe.  C. The articles or by-laws may include provisions for the cancellation of membership, and for the forfeiture of shares, upon reasonable notice, for nonpayment of dues or assessments, and for the reinstatement of membership or shareholder status.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:219 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§219. Liability of subscribers and members

RS 219 - Liability of subscribers and members  A. A member of a corporation shall not be liable personally for any obligation of the corporation.  B. If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the members who knowingly, or without the exercise of reasonable care and inquiry, consented thereto or voted in favor thereof shall be liable in solido to the corporation for the benefit of creditors or members, as their respective and relative interests may appear, for any loss or damage arising therefrom.  C. Every member who receives any unlawful distribution of assets shall be liable to the corporation or to creditors of the corporation, or to both, in an amount not exceeding the amount so received by him. An action to enforce this liability must be brought within two years from the date on which the unlawful distribution was received, and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.  D. When the directors are held liable solely because of having negligently consented to or participated in any unlawful distribution, payment or return of assets, the directors shall have, to the extent of the payments made by them, a cause and right of action for indemnity against each of the members for the proportionate amount of the unlawful distribution received by such member. This action must be brought within two years from the date of payment by the directors on account of the liability imposed by R.S. 12:226(D), and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.  E. A member shall not be liable for the commission of a prohibited act if he was absent from the meeting of members at which the action was authorized, or if he was present or represented at such meeting, and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter in the registered office of the corporation.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:220 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§220. Reduction of membership below stated number

RS 220 - Reduction of membership below stated number  Whenever the membership of a corporation having a stated number of members is reduced below that number, the corporation shall not on that account be dissolved. It shall be lawful for the surviving or continuing members to continue the corporate existence, unless otherwise provided in the articles or by-laws.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:222 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§222. Bylaws

RS 222 - Bylaws A. The members or the directors of a corporation may make, amend and repeal the bylaws of the corporation, subject always to the power of the members to change the action of the directors. Unless the articles or bylaws provide otherwise, the powers hereby conferred shall be exercised by a majority vote of the directors or the voting members of the corporation, as the case may be, present or represented at any regular or special meeting convened after notice of the purpose thereof; provided, however, that no greater proportion of the voting members shall be required by bylaw, article, or otherwise to make, amend, or repeal bylaws than that proportion of directors which is required to make, amend, or repeal bylaws. B. The bylaws of a corporation shall operate merely as regulations among the shareholders or the members, and shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaws.  C. Subject to the provisions of this Chapter, the bylaws may include any provision for the regulation and management of the affairs of the corporation, its rights or powers, the rights, powers or duties of its members, directors or officers, or the directors' qualifications, classification, number or term of office, or fixing their compensation, not inconsistent with law or the articles. Acts 1968, No. 105, §1. Amended by Acts 1977, No. 139, §1.
LA Rev Stat § 12:223 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§223. Corporate records and reports

RS 223 - Corporate records and reports  A. Every corporation shall keep at its registered office (1) records of the meetings of its members and directors, and of committees of the board, share and membership records giving the names and addresses of the members in alphabetical order by classes and series and the number of shares held by each, and records of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus; and (2) separate records of all trust funds held by it. Whenever membership is terminated, this fact shall be recorded in the share or membership record together with the date on which the membership ceased, and transfers of shares shall similarly be recorded.  B. The records listed in subsection A of this section may be in written form or in any other form capable of being converted into written form within a reasonable time.  C. Every shareholder and voting member may examine in person, or by agent or attorney, at any reasonable time, the records of the corporation listed in subsection A of this section.  D. If the articles or the trust instrument so provide, every corporation shall, within ninety days after the close of each fiscal year, mail an annual report, signed by the treasurer, to its members concerning any trust funds held by it, and the use made of such funds and the income thereof during such fiscal year.  Acts 1968, No. 105, §1.