reglab/housing_qa huggingface dataset:
8 DE Code § 229. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 229. Waiver of notice.

§ 229. Waiver of notice. Whenever notice is required to be given under any provision of this chapter or the certificate of incorporation or bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or the bylaws. 8 Del. C. 1953, §  229;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  17;  72 Del. Laws, c. 343, §  16;
8 DE Code § 233. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 233. Notice to stockholders sharing an address.

§ 233. Notice to stockholders sharing an address. (a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. (b) Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice permitted under subsection (a) of this section, shall be deemed to have consented to receiving such single written notice. (c) [Repealed.] (d) This section shall not apply to § 164, § 296, § 311, § 312 or § 324 of this title. 73 Del. Laws, c. 298, §  9;  77 Del. Laws, c. 253, §  30;
8 DE Code § 241. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock|§ 241. Amendment of certificate of incorporation before receipt of payment for stock.

§ 241. Amendment of certificate of incorporation before receipt of payment for stock. (a) Before a corporation has received any payment for any of its stock, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of filing the amendment. (b) The amendment of a certificate of incorporation authorized by this section shall be adopted by a majority of the incorporators, if directors were not named in the original certificate of incorporation or have not yet been elected, or, if directors were named in the original certificate of incorporation or have been elected and have qualified, by a majority of the directors. A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed in accordance with § 103 of this title. Upon such filing, the corporation's certificate of incorporation shall be deemed to be amended accordingly as of the date on which the original certificate of incorporation became effective, except as to those persons who are substantially and adversely affected by the amendment and as to those persons the amendment shall be effective from the filing date. (c) This section will apply to a nonstock corporation before such a corporation has any members; provided, however, that all references to directors shall be deemed to be references to members of the governing body of the corporation. 8 Del. C. 1953, §  241;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  23;  70 Del. Laws, c. 587, §  13;  77 Del. Laws, c. 253, §§  31, 32;
8 DE Code § 243. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock|§ 243. Retirement of stock.

§ 243. Retirement of stock. (a) A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding. (b) Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides. If the certificate of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares (as part of the class or series) is prohibited identifying the shares and reciting their retirement shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title. When such certificate becomes effective, it shall have the effect of amending the certificate of incorporation so as to reduce accordingly the number of authorized shares of the class or series to which such shares belong or, if such retired shares constitute all of the authorized shares of the class or series to which they belong, of eliminating from the certificate of incorporation all reference to such class or series of stock. (c) If the capital of the corporation will be reduced by or in connection with the retirement of shares, the reduction of capital shall be effected pursuant to § 244 of this title. 8 Del. C. 1953, §  243;  56 Del. Laws, c. 50;  57 Del. Laws, c. 149;  57 Del. Laws, c. 421, §  7;  59 Del. Laws, c. 106, §  8;  66 Del. Laws, c. 136, §§  15, 16;
8 DE Code § 244. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VIII. Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock|§ 244. Reduction of capital.

§ 244. Reduction of capital. (a) A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways:  (1) By reducing or eliminating the capital represented by shares of capital stock which have been retired; (2) By applying to an otherwise authorized purchase or redemption of outstanding shares of its capital stock some or all of the capital represented by the shares being purchased or redeemed, or any capital that has not been allocated to any particular class of its capital stock; (3) By applying to an otherwise authorized conversion or exchange of outstanding shares of its capital stock some or all of the capital represented by the shares being converted or exchanged, or some or all of any capital that has not been allocated to any particular class of its capital stock, or both, to the extent that such capital in the aggregate exceeds the total aggregate par value or the stated capital of any previously unissued shares issuable upon such conversion or exchange; or (4) By transferring to surplus (i) some or all of the capital not represented by any particular class of its capital stock; (ii) some or all of the capital represented by issued shares of its par value capital stock, which capital is in excess of the aggregate par value of such shares; or (iii) some of the capital represented by issued shares of its capital stock without par value. (b) Notwithstanding the other provisions of this section, no reduction of capital shall be made or effected unless the assets of the corporation remaining after such reduction shall be sufficient to pay any debts of the corporation for which payment has not been otherwise provided. No reduction of capital shall release any liability of any stockholder whose shares have not been fully paid. (c) [Repealed.] 8 Del. C. 1953, §  244;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  9;  64 Del. Laws, c. 112, §§  25, 26;
8 DE Code § 260. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter IX. Merger, Consolidation or Conversion|§ 260. Powers of corporation surviving or resulting from merger or consolidation; issuance of stock, bonds or other indebtedness.

§ 260. Powers of corporation surviving or resulting from merger or consolidation; issuance of stock, bonds or other indebtedness. When 2 or more corporations are merged or consolidated, the corporation surviving or resulting from the merger may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect the merger or consolidation. For the purpose of securing the payment of any such bonds and obligations, it shall be lawful for the surviving or resulting corporation to mortgage its corporate franchise, rights, privileges and property, real, personal or mixed. The surviving or resulting corporation may issue certificates of its capital stock or uncertificated stock if authorized to do so and other securities to the stockholders of the constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of merger or consolidation in order to effect such merger or consolidation in the manner and on the terms specified in the agreement. 8 Del. C. 1953, §  260;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  45;
8 DE Code § 261. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter IX. Merger, Consolidation or Conversion|§ 261. Effect of merger upon pending actions.

§ 261. Effect of merger upon pending actions. Any action or proceeding, whether civil, criminal or administrative, pending by or against any corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not taken place, or the corporation surviving or resulting from such merger or consolidation may be substituted in such action or proceeding. 8 Del. C. 1953, §  261;  56 Del. Laws, c. 50.;
8 DE Code § 271. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 271. Sale, lease or exchange of assets; consideration; procedure.

§ 271. Sale, lease or exchange of assets; consideration; procedure. (a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote thereon or, if the corporation is a nonstock corporation, by a majority of the members having the right to vote for the election of the members of the governing body and any other members entitled to vote thereon under the certificate of incorporation or the bylaws of such corporation, at a meeting duly called upon at least 20 days' notice. The notice of the meeting shall state that such a resolution will be considered. (b) Notwithstanding authorization or consent to a proposed sale, lease or exchange of a corporation's property and assets by the stockholders or members, the board of directors or governing body may abandon such proposed sale, lease or exchange without further action by the stockholders or members, subject to the rights, if any, of third parties under any contract relating thereto. (c) For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, “subsidiary” means any entity wholly-owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, and/or statutory trusts. Notwithstanding subsection (a) of this section, except to the extent the certificate of incorporation otherwise provides, no resolution by stockholders or members shall be required for a sale, lease or exchange of property and assets of the corporation to a subsidiary. 8 Del. C. 1953, §  271;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  30;  64 Del. Laws, c. 112, §  55;  65 Del. Laws, c. 127, §  9;  75 Del. Laws, c. 30, §  28;  77 Del. Laws, c. 253, §  58;
8 DE Code § 272. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 272. Mortgage or pledge of assets.

§ 272. Mortgage or pledge of assets. The authorization or consent of stockholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the certificate of incorporation otherwise provides. 8 Del. C. 1953, §  272;  56 Del. Laws, c. 50.;
8 DE Code § 273. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 273. Dissolution of joint venture corporation having 2 stockholders.

§ 273. Dissolution of joint venture corporation having 2 stockholders. (a) If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of discontinuing such joint venture and disposing of the assets used in such venture, either stockholder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between the stockholders, file with the Court of Chancery a petition stating that it desires to discontinue such joint venture and to dispose of the assets used in such venture in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation. The petition and certificate shall be executed and acknowledged in accordance with § 103 of this title. (b) Unless both stockholders file with the Court of Chancery:  (1) Within 3 months of the date of the filing of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or a modification thereof, and (2) Within 1 year from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan had been completed, the Court of Chancery may dissolve such corporation and may by appointment of 1 or more trustees or receivers with all the powers and title of a trustee or receiver appointed under § 279 of this title, administer and wind up its affairs. Either or both of the above periods may be extended by agreement of the stockholders, evidenced by a certificate similarly executed, acknowledged and filed with the Court of Chancery prior to the expiration of such period. (c) In the case of a charitable nonstock corporation, the petitioner shall provide a copy of any petition referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery. 8 Del. C. 1953, §  273;  56 Del. Laws, c. 50;  70 Del. Laws, c. 349, §  23;  77 Del. Laws, c. 253, §  59;
8 DE Code § 274. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 274. Dissolution before issuance of shares or beginning of business; procedure.

§ 274. Dissolution before issuance of shares or beginning of business; procedure. If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the certificate of incorporation or have been elected, a majority of the directors, may surrender all of the corporation's rights and franchises by filing in the office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or directors, stating: that no shares of stock have been issued or that the business or activity for which the corporation was organized has not been begun; the date of filing of the corporation's original certificate of incorporation with the Secretary of State; that no part of the capital of the corporation has been paid, or, if some capital has been paid, that the amount actually paid in for the corporation's shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; that if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid; that if the corporation has not begun business but has issued stock certificates, all issued stock certificates, if any, have been surrendered and cancelled; and that all rights and franchises of the corporation are surrendered. Upon such certificate becoming effective in accordance with § 103 of this title, the corporation shall be dissolved. 8 Del. C. 1953, §  274;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  13;  66 Del. Laws, c. 136, §  33;  77 Del. Laws, c. 290, §  24;
8 DE Code § 275. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 275. Dissolution generally; procedure.

§ 275. Dissolution generally; procedure. (a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution to be given to each stockholder entitled to vote thereon as of the record date for determining the stockholders entitled to notice of the meeting. (b) At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certification of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this section. (c) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this section. (d) If dissolution is authorized in accordance with this section, a certificate of dissolution shall be executed, acknowledged and filed, and shall become effective, in accordance with § 103 of this title. Such certificate of dissolution shall set forth:  (1) The name of the corporation; (2) The date dissolution was authorized; (3) That the dissolution has been authorized by the board of directors and stockholders of the corporation, in accordance with subsections (a) and (b) of this section, or that the dissolution has been authorized by all of the stockholders of the corporation entitled to vote on a dissolution, in accordance with subsection (c) of this section; (4) The names and addresses of the directors and officers of the corporation; and (5) The date of filing of the corporation's original certificate of incorporation with the Secretary of State. (e) The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the stockholders, or the members of a nonstock corporation pursuant to § 276 of this title, the board of directors or governing body may abandon such proposed dissolution without further action by the stockholders or members. (f) Upon a certificate of dissolution becoming effective in accordance with § 103 of this title, the corporation shall be dissolved. 8 Del. C. 1953, §  275;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §§  31, 32;  59 Del. Laws, c. 106, §  14;  66 Del. Laws, c. 136, §  34;  77 Del. Laws, c. 14, §  14;  77 Del. Laws, c. 290, §  25;  82 Del. Laws, c. 45, § 17;
8 DE Code § 276. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter X. Sale of Assets, Dissolution and Winding Up|§ 276. Dissolution of nonstock corporation; procedure.

§ 276. Dissolution of nonstock corporation; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by § 275 of this title to be performed by the board of directors of a corporation having capital stock. If any members of a nonstock corporation are entitled to vote for the election of members of its governing body or are entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation, such members shall perform all the acts necessary for dissolution which are contemplated by § 275 of this title to be performed by the stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to § 275(d) of this title. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by § 275 of this title for the dissolution of corporations having capital stock. (b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by § 274 of this title. 8 Del. C. 1953, §  276;  56 Del. Laws, c. 50;  66 Del. Laws, c. 136, §  35;  77 Del. Laws, c. 253, §  60;