reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:225 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§225. Officers and agents

RS 225 - Officers and agents  A.(1) The board of directors shall elect a president, a secretary and a treasurer, and may elect one or more vice presidents. Unless otherwise provided in the articles, none of said officers need be a director, and any two of these offices may be combined in one person; provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. The treasurer may be a corporation.  (2) If the officers are listed in the articles or in an amendment thereto, a municipal address, which shall not be a post office box only, shall be indicated for each such officer.  B. Such other officers and agents as may be necessary for the business of the corporation may be appointed by the board of directors or in the manner provided in the by-laws.  C. Election or appointment of an officer shall not of itself create contract rights.  D. Officers and agents shall have such authority and perform such duties in the management of the property and affairs of the corporation as may be prescribed in the by-laws or by the board.  E. Any officer or agent may be removed by the board of directors with or without cause at any time, without prejudice, however, to the contract rights of the person so removed.  F. The articles may provide that only the members, or only a particular class or classes of directors, or only directors elected by the vote of a particular class or series of members, may elect certain or all of the officers, in which event officers so elected may be removed without cause only by the members or directors empowered to elect their successors.  G. Except as otherwise provided in the articles or by-laws, or by resolution of the board of directors, the president or vice-president of any corporation shall have power in the name and behalf of the corporation to authorize the institution, prosecution or defense of any suit and other legal proceedings, and no exception of want of authority shall lie on the part of any other party. Such persons shall have authority in the corporation's name and behalf to direct the issuance of conservatory writs and to bond property in custodia legis, to execute bonds in connection with any legal proceedings, and to make any affidavit required by law or the rules of the court. Such acts shall have the same force and effect as the act of the corporation itself, and be binding upon it.  Acts 1968, No. 105, §1; Acts 1989, No. 102, §1.
LA Rev Stat § 12:228 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§228. Interested directors; quorum

RS 228 - Interested directors; quorum  A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other nonprofit, business or foreign corporation, partnership, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the common or interested director or officer was present at or participated in the meeting of the board or committee thereof which authorized the contract or transaction, or solely because his or their votes were counted for such purpose, if:  (1) The material facts as to his interest and as to the contract or transaction were disclosed or known to the board of directors or the committee, and the board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or  (2) The material facts as to his interest and as to the contract or transaction were disclosed or known to the members entitled to vote thereon, and the contract or transaction was approved in good faith by vote of the members; or  (3) The contract or transaction was fair as to the corporation as of the time it was authorized, approved or ratified by the board of directors, committee, or members.  B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorized the contract or transaction.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:229 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§229. Meetings of members

RS 229 - Meetings of members  A. Meetings of members may be held at any place, within or without this state, which is provided in the articles or by-laws or specified in the notice of the meeting. Unless otherwise provided or specified, all meetings of the members shall be held in this state at the registered office of the corporation.  B. The articles or by-laws may provide for the number and time of meetings of members, but at least one meeting of the members shall be held in each calendar year for the election of directors, the time for which shall be fixed in the articles or by-laws. Failure to hold the annual meeting at the designated time shall not work any forfeiture or dissolution of the corporation. If the annual meeting has not been called and held within six months after the designated time, the meeting may be called by any ten members, or by any member or members holding five per cent or more of the voting power.  C. Special meetings of the members may be called at any time by the president, the board of directors or any person so authorized in the articles or by-laws. At any time, upon written request of any person entitled to call a special meeting, the secretary shall call a special meeting of the members to be held at the time which the secretary fixes, not less than ten or more than sixty days after the receipt of the request. If the secretary neglects or refuses to issue the call, the person making the request may do so.  D. At any meeting of members, a list of members entitled to vote, arranged alphabetically and certified by the secretary, showing the number and class of shares held by each shareholder, and the class of membership held by each other member, on the record date for the meeting, shall be produced on the request of any member. This list shall be prima facie evidence of its contents, and of the right of the members listed therein to vote.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:230 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§230. Notice of meetings of members

RS 230 - Notice of meetings of members A. Unless otherwise provided in the articles or by-laws, and except as otherwise provided in this Chapter, the authorized person or persons calling a members' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all members entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, except as otherwise provided in this Chapter if a specified action is to be taken at the meeting. If such written notice is placed in the United States mail, postage prepaid, and addressed to a member at his last known address, notice shall be deemed to have been given him. Notice of any meeting may be waived in writing by any member at any time; the written waiver need not specify the purpose of or the business to be transacted at the meeting; and such notice shall be deemed to have been given to, or waived by, all members present or represented at any such meeting except any member who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened. Notice need not be given to any member with whom communication is made unlawful by any law of the United States of America, or by any rule, regulation, proclamation or executive order issued under any such law; and any action or meeting taken or held without notice to any such member shall have the same force and effect as if notice had been given to him as otherwise required. B. Adjournments of any annual or special meeting of members may be taken without new notice being given, unless a new record date is fixed for the adjourned meeting, but any meeting at which directors are to be elected shall be adjourned only from day to day until such directors have been elected. C. In the event there occurs the accidental destruction or accidental loss of corporate records, or other similar exigency, if the corporation is unable to give notice of a meeting to its members at their last known addresses, notice shall be given by advertisement at least thirty days prior to the meeting and again twice within thirty days of the meeting, in a daily paper published in the parish in which the corporation is domiciled, if there exists such a paper, or published for four consecutive weeks prior to the meeting in a weekly paper published in the parish in which the corporation is domiciled. In the absence of a daily or weekly paper, notice shall be given by the posting of the notice in the principal meeting place of the corporation, or at the parish courthouse door in the absence of such a meeting place. Acts 1968, No. 105, §1; Acts 1995, No. 465, §1.
LA Rev Stat § 12:231 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§231. Quorum of members

RS 231 - Quorum of members A members' meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present. Unless otherwise provided in this Chapter or in the articles or by-laws, the following rules shall apply: (1) The presence in person or by proxy of a majority of the voting members shall constitute a quorum. (2) The voting members present at a duly organized meeting shall constitute a quorum, and may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, or the refusal of any member present to vote. (3) If a meeting cannot be organized for lack of a quorum, those present may, except as otherwise provided in this Chapter, adjourn the meeting to the time and place which they determine. Notice of the second meeting shall again be attempted pursuant to R.S. 12:230. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, shall nevertheless constitute a quorum for the purpose of electing directors. In the case of a second such meeting called after the lack of a quorum for a purpose other than or in addition to the election of directors, including amendment of the articles of incorporation or dissolution of the corporation, any number of members present shall constitute a quorum, notwithstanding any other provision of law to the contrary. Acts 1968, No. 105, §1; Acts 1995, No. 465, §1.
LA Rev Stat § 12:233 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§233. Unanimous consent

RS 233 - Unanimous consent  A. Whenever by any provision of law, the articles or the by-laws, the affirmative vote of members is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the members having voting power on the particular question, shall be sufficient for the purpose, without necessity for a meeting of members.  B. This consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all of the members entitled to vote on the particular question, shall be filed with the records of proceedings of the members.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:234 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§234. Fixing record date

RS 234 - Fixing record date  A. For the purpose of determining members entitled to notice of, and to vote at, a meeting, or in order to make a determination of members for any other proper purpose, the board of directors may fix in advance a record date for determination of members for such purpose, such date to be not more than sixty days (or such shorter period as the by-laws may prescribe) and, if fixed for the purpose of determining members entitled to notice of, and to vote at, a meeting, not less than ten days, prior to the date on which the action requiring the determination of members is to be taken.  B. Except as otherwise provided by the board, if no record date is fixed for the purpose of determining members entitled to notice of, and to vote at, a meeting, the close of business on the day before the notice of the meeting is mailed (or, if notice is waived, on the day before the meeting) shall be the record date for such purpose.  C. A determination of members entitled to notice of, and to vote at, a meeting shall apply to any adjournment thereof, unless otherwise ordered by the board of directors.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:237.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§237.1. Amendment of articles; special provision

RS 237.1 - Amendment of articles; special provision  A. Notwithstanding any provision in this section or in the articles of incorporation to the contrary (except as provided in Subsection B), the articles of incorporation of each corporation that is a private foundation described in section 509 of the Internal Revenue Code of 19541 shall be deemed to contain the following provisions: The corporation shall make distributions at such time and in such manner as not to subject it to tax under section 4942 of the Code;2 the corporation shall not engage in any act of self-dealing that would subject it to tax under section 4941 of the Code;3 the corporation shall not retain any excess business holdings that would subject it to tax under section 4943 of the Code;4 the corporation shall not make any investments that would subject it to tax under section 4944 of the Code;5 and the corporation shall not make any taxable expenditures that would subject it to tax under section 4945 of the Code.6 With respect to any such corporation organized prior to January 1, 1970, this Subsection (A) shall apply only for its taxable years beginning on or after January 1, 1972. B. The articles of incorporation of any corporation described in Subsection (A) may be amended to expressly exclude the application of Subsection (A), and in the event of such amendment, Subsection (A) shall not apply to such corporation.  C. All references in this Section to the "Code" are to the Internal Revenue Code of 1954, and all references in this Section to specific sections of the Code include corresponding provisions of any subsequent Federal tax laws.  Added by Acts 1971, No. 154, §2. 126 U.S.C.A. (I.R.C.1954) §509. 226 U.S.C.A. (I.R.C.1954) §4942. 326 U.S.C.A. (I.R.C.1954) §4941. 426 U.S.C.A. (I.R.C.1954) §4943. 526 U.S.C.A. (I.R.C.1954) §4944. 626 U.S.C.A. (I.R.C.1954) §4945.
LA Rev Stat § 12:238 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§238. Articles of amendment; contents; filing

RS 238 - Articles of amendment; contents; filing  A. After an amendment has been duly adopted, as provided in R.S. 12:237, articles of amendment setting forth the amendment, the date and manner of adoption thereof, and the number of votes cast for and against the amendment by members of each class or series, and containing such recitals as may be required by R.S. 12:240, shall be executed in the corporation's name by an officer of the corporation. The articles of amendment shall be acknowledged by the officer who signed them, or may instead be in the form of an authentic act.  B. The articles of amendment shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the amendment. Articles of amendment may be delivered to the secretary of state for filing, as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all fees and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office, and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing with the secretary of state, except that, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of such acknowledgment or execution.  C. A multiple original of the articles of amendment, or a copy certified by the Secretary of State, shall thereafter be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.  Acts 1968, No. 105, §1. Amended by Acts 1977, No. 408, §1; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:239 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§239. Special amendment provisions

RS 239 - Special amendment provisions   A. The articles shall be deemed amended to increase the authorized number of shares of the class involved, as required to permit issuance of shares, to the extent not available in the corporation's treasury, issuable pursuant to subscription rights, warrants, options or conversion privileges, grant or issuance of which was approved by such vote of the members as would have been required to amend the articles to effect such increase.   B. If the articles provide that any shares purchased by the corporation and cancelled may not be reissued, the articles shall, upon cancellation of such shares, be deemed amended to reduce the authorized capital stock by the number of shares so cancelled.   C. A merger agreement which complies with the provisions of R.S. 12:243(1) may prescribe changes to be effected by the merger in the articles of the surviving business corporation.   D. In case of an amendment pursuant to Subsection A or B of this Section, appropriate articles of amendment, reciting the relevant facts and that the articles have been amended as provided in this section, shall forthwith be executed, acknowledged and filed by the proper officers of the corporation in the manner provided in R.S. 12:238 and 240, but omission to file such articles of amendment shall not derogate from the effectiveness of the amendment.   Acts 1968, No. 105, §1.
LA Rev Stat § 12:239.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§239.1. Certificate of correction

RS 239.1 - Certificate of correction  A. Whenever a document filed with the secretary of state under any provision of this Chapter is an inaccurate record of the corporate action therein referred to, or is defectively or erroneously executed or acknowledged, such instrument may be corrected by filing with the secretary of state a certificate of correction which shall be executed, acknowledged, filed, and recorded in accordance with this Section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. The secretary of state may prescribe and furnish forms for filing the certificate of correction.  B.(1) The certificate of correction shall be executed in the name of the corporation by an officer of the corporation.  (2) When the corporation has no officers, directors, or shareholders, each incorporator or his agent shall sign the certificate of correction, and the certificate shall recite that the corporation has no officers, directors, or shareholders.  (3) The certificate of correction shall be acknowledged by the officer who signed it or may be in the form of an authentic act.  C.(1) The certificate of correction shall be filed with the secretary of state. After all taxes, fees, and charges have been paid as required by law, the secretary of state shall record the certificate of correction in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him.  (2) The certificate of correction shall be effective as of the date the original instrument is filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the corrected certificate shall be effective from the filing date.  D. A multiple original of the certificate of correction, or a copy certified by the secretary of state, shall be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located.  E. All certificates of correction filed prior to the effective date of this Section are hereby validated.  Acts 1984, No. 424, §1, eff. July 6, 1984; Acts 1999, No. 342, §5; Acts 2001, No. 1187, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:240 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§240. Reclassification of stock

RS 240 - Reclassification of stock  A. In case of a reclassification of stock, the articles of amendment shall state:  (1) The number of shares that have a par value and the par value thereof, and the number of shares that have no par value;  (2) If the shares are divided into classes, a description of the classes, a statement of the number of shares in each class, the designation of each class, and a statement of the preferences, limitations and relative rights of the shares of each class; and  (3) If shares are divided into series, the designation of each series and a statement of the variations in the relative rights and preferences.  B. Following a reclassification of stock, the aggregate allocated value of the issued shares shall not exceed stated capital.  Acts 1968, No. 105, §1.
LA Rev Stat § 12:241 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§241. Restatement of articles

RS 241 - Restatement of articles  A. On authorization of the board of directors, a corporation may execute and file restated articles. Such restated articles shall contain the entire text of the original articles as amended by all amendments thereto, except that names and addresses of incorporators and directors may be omitted; may contain new amendments adopted by a method prescribed in R.S. 12:237 or 239; and shall recite:  (1) That the restatement accurately copies the articles and all amendments thereto in effect at the date of the restatement, without substantive change except as made by any new amendment or amendments contained in the restatement, and indicate any such changes.  (2) That each amendment has been effected in conformity with law.  (3) The date of incorporation and the date of the restatement.  (4) Such other information as may be required by R.S. 12:237, 239 and 240, if the restatement contains any new amendment.  B. The secretary of state may prescribe and furnish forms for filing the restated articles.  C. The restated articles shall be executed, filed and recorded in the manner provided for articles of amendment in R.S. 12:238, and shall be effective, when recorded by the secretary of state, as of the date and, if endorsed on the restated articles, the hour of filing with him.  D. Upon effectiveness of the restated articles, the original articles and all amendments thereto shall be superseded, and the restated articles shall be deemed to be the articles of incorporation of the corporation.  Acts 1968, No. 105, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.