reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1-730 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-730. Voting trusts

RS 1-730 - Voting trusts A. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office. B. A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. C. Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. The duration of a voting trust that became effective before January 1, 2015, may not exceed fifteen years, but may stipulate that it may be extended under the same terms and conditions for an additional period not to exceed ten years from the date of the expiration of the initial term. The limitation imposed by this Subsection on the duration of a voting trust that became effective before January 1, 2015, may be modified or eliminated by unanimous agreement of the parties to the voting trust. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-731 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-731. Voting agreements

RS 1-731 - Voting agreements A. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this Section is not subject to the provisions of R.S. 12:1-730. B. A voting agreement created under this Section is specifically enforceable. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-740 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-740. Subpart definitions

RS 1-740 - Subpart definitions In this Subpart, the following meanings shall apply: (1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in R.S. 12:1-747, in the right of a foreign corporation. (2) "Shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-741 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-741. Standing

RS 1-741 - Standing A. A shareholder may not commence or maintain a derivative proceeding unless the shareholder satisfies all of the following conditions: (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time. (2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. B. A shareholder who meets the requirements of Subsection A of this Section may file a derivative proceeding to enforce a right of the corporation, but only after the shareholder satisfies the requirements of R.S. 12:1-742. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-742 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-742. Demand

RS 1-742 - Demand No shareholder may commence a derivative proceeding until the following conditions are satisfied: (1) A written demand has been made upon the corporation to take suitable action. (2) Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-742.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-742.1. Petition in derivative proceeding

RS 1-742.1 - Petition in derivative proceeding The petition in a derivative proceeding shall do all of the following: (1) Allege that the plaintiff meets the standing requirements of R.S. 12:1-741. (2) Allege either that the plaintiff made demand upon the corporation at least ninety days before the filing of the petition as required by R.S. 12:1-742 or that the plaintiff made the demand and, for reasons alleged in the petition, the filing of the petition before the expiration of the ninety-day period complies with R.S. 12:1-742. (3) Join as defendants the corporation and the obligor on the obligation sought to be enforced. (4) Include a prayer for judgment in favor of the corporation and against the obligor on the obligation sought to be enforced. (5) Be verified by the affidavit of the plaintiff or his counsel. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-742.2 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-742.2. Jurisdiction over a director

RS 1-742.2 - Jurisdiction over a director  A court may exercise personal jurisdiction over a nonresident who is or has been a director of a domestic corporation as to a cause of action arising from a breach by the nonresident of a duty owed to the corporation or its shareholders because of the nonresident's position as a director.  Acts 2017, No. 57, §1.
LA Rev Stat § 12:1-742.3 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-742.3. Venue in derivative proceeding

RS 1-742.3 - Venue in derivative proceeding  A derivative proceeding shall be brought in the parish where the registered office of the corporation is located.  Acts 2017, No. 57, §1.
LA Rev Stat § 12:1-743 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-743. Stay of proceedings

RS 1-743 - Stay of proceedings If the corporation commences an inquiry into the allegations made in the demand or petition, the court may stay any derivative proceeding for such period as the court deems appropriate. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-744 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-744. Dismissal

RS 1-744 - Dismissal A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in Subsection B or Subsection E of this Section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation. B. Unless a panel is appointed pursuant to Subsection E of this Section, the determination in Subsection A of this Section shall be made by one of the following: (1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum. (2) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum. C. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the petition shall allege with particularity facts establishing either of the following: (1) That a majority of the board of directors did not consist of qualified directors at the time the determination was made. (2) That the requirements of Subsection A of this Section have not been met. D. If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of Subsection A of this Section have not been met; if not, the corporation shall have the burden of proving that the requirements of Subsection A of this Section have been met. E. Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of Subsection A of this Section have not been met. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-745 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-745. Discontinuance or settlement

RS 1-745 - Discontinuance or settlement A. Unless approved unanimously by the shareholders of the corporation, a derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. B. This Section does not affect the plaintiff's right under Article 1671 of the Code of Civil Procedure to obtain a judgment of dismissal without prejudice if the application for dismissal is made before any defendant, including the corporation in its capacity as a defendant, makes any appearance of record in the proceeding. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-746 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-746. Payment of expenses

RS 1-746 - Payment of expenses On termination of the derivative proceeding the court may do any of the following: (1) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. (2) Order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose. (3) Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion, or other paper, if it finds that the pleading, motion, or other paper was not well-grounded in fact, after reasonable inquiry, or warranted by existing law or a good- faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-747 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-747. Applicability to foreign corporations

RS 1-747 - Applicability to foreign corporations In any derivative proceeding in the right of a foreign corporation, the matters covered by this Subpart shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for R.S. 12: 1-743, 1-745, and 1-746. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-748 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-748. Shareholder action to appoint receiver

RS 1-748 - Shareholder action to appoint receiver A. The district court of the parish in which the registered office of the corporation is located may appoint one or more to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that either of the following conditions exist: (1) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered. (2) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered. B.(1) The court may issue injunctions, appoint a temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held. (2) The court shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver. (3) The court has jurisdiction over the corporation and all of its property, wherever located. C. The court may appoint an individual or domestic or foreign corporation, authorized to transact business in this state, as a receiver and may require the receiver to post bond, with or without sureties, in an amount the court directs. D. The court shall describe the powers and duties of the receiver in its appointing order, which may be amended from time to time. Among other powers, a receiver may do any of the following: (1) Exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation. (2) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. (3) Sue and defend in the receiver's own name as receiver in all courts of this state. E. [Reserved.] F. The court from time to time during the receivership may order compensation paid and expense disbursements or reimbursements made to the receiver from the assets of the corporation or proceeds from the sale of its assets. G. In this Section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-801 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-801. Requirement for and functions of board of directors

RS 1-801 - Requirement for and functions of board of directors A. Except as provided in R.S. 12:1-732, each corporation must have a board of directors. B. All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under R.S. 12:1-732. C. In the case of a public corporation, the board's oversight responsibilities include attention to all of the following: (1) Business performance and plans. (2) Major risks to which the corporation is or may be exposed. (3) The performance and compensation of senior officers. (4) Policies and practices to foster the corporation's compliance with law and ethical conduct. (5) Preparation of the corporation's financial statements. (6) The effectiveness of the corporation's internal controls. (7) Arrangements for providing adequate and timely information to directors. (8) The composition of the board and its committees, taking into account the important role of independent directors. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-802 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-802. Qualifications of directors

RS 1-802 - Qualifications of directors  A. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for director.  B. A requirement that is based on a past, current or prospective action, or expression of an opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this Section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil or regulatory sanctions or not having been removed as a director by judicial action or for cause.  C. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so provide.  D. A qualification for nomination for director adopted before a person's nomination shall apply to such person at the time of nomination. A qualification for nomination for director adopted after a person's nomination shall not apply to such person with respect to such nomination.  E. A qualification for director adopted before the start of a director's term may apply only at the time an individual becomes a director or may apply during a director's term. A qualification adopted during a director's term shall not apply to that director before the end of that term.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-803 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-803. Number and election of directors

RS 1-803 - Number and election of directors A. A board of directors must consist of one or more individuals. The number of directors shall be fixed by or in accordance with the articles of incorporation or, if not so fixed, shall be the number fixed by or in accordance with the bylaws. If not fixed by or in accordance with the articles or the bylaws, the number of directors shall be the number elected from time to time by the shareholders and, if directors have not been elected by the shareholders, the number of directors shall be the number of directors named as initial directors in the articles of incorporation. B. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws. C. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under R.S. 12:1-806. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-804 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-804. Election of directors by certain classes of shareholders

RS 1-804 - Election of directors by certain classes of shareholders If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-805 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-805. Terms of directors generally

RS 1-805 - Terms of directors generally  A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.  B. The terms of all other directors expire at the next, or if their terms are staggered in accordance with R.S. 12:1-806, at the applicable second or third, annual shareholders' meeting following their election, except to the extent provided in a bylaw authorized by R.S. 12:1-1022 or a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.  C. A decrease in the number of directors does not shorten an incumbent director's term.  D. The term of a director elected to fill a vacancy expires when the term of that director's predecessor in office would have expired had the vacancy not occurred.  E. Except to the extent otherwise provided in the articles of incorporation or a bylaw authorized by R.S. 12:1-1022, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or there is a decrease in the number of directors.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-806 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-806. Staggered terms for directors

RS 1-806 - Staggered terms for directors The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-807 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-807. Resignation of directors

RS 1-807 - Resignation of directors A. A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation. B. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-808 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-808. Removal of directors by shareholders

RS 1-808 - Removal of directors by shareholders A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. B. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director. C. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove is a majority of the number of votes entitled to be cast in an election of directors. D. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-809 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-809. [Reserved].

RS 1-809 - [Reserved]. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-810 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-810. Vacancy on board

RS 1-810 - Vacancy on board A. Unless the articles of incorporation or bylaws provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by one of the following methods: (1) The shareholders may fill the vacancy. (2) The board of directors may fill the vacancy. (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. B. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors. C. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under R.S. 12:1-807(B) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.