reglab/housing_qa huggingface dataset:
DC Code § 29-305.22 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.22. Proxies

(a) A shareholder may vote the shareholder’s shares in person or by proxy. (b) An appointment of a proxy shall be effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form. (c) An appointment of a proxy shall be revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest shall include the appointment of: (1) A pledgee; (2) A person that purchased or agreed to purchase the shares; (3) A creditor of the corporation that extended it credit under terms requiring the appointment; (4) An employee of the corporation whose employment contract requires the appointment; or (5) A party to a voting agreement created under § 29-305.41. (d) The death or incapacity of the shareholder appointing a proxy shall not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (e) An appointment made irrevocable under subsection (d) of this section shall be revoked when the interest with which it is coupled is extinguished. (f) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. (g) Subject to § 29-305.24 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation shall be entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(12), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 repealed former (b), which read: “A shareholder, or the shareholder’s agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which one can determine that the shareholder, the shareholder’s agent, or the shareholder’s attorney-in-fact authorized the transmission.”; and redesignated (c) through (h) as (b) through (g), respectively. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-305.23 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.23. Shares held by nominees

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) The procedure may set forth: (1) The types of nominees to which it applies; (2) The rights or privileges that the corporation recognizes in a beneficial owner; (3) The manner in which the procedure is selected by the nominee; (4) The information that must be provided when the procedure is selected; (5) The period for which selection of the procedure is effective; and (6) Other aspects of the rights and duties created.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-305.25 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.25. Quorum and voting requirements for voting groups

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (b) Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. (c) If a quorum exists, action on a matter, other than the election of directors, by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation require a greater number of affirmative votes. (d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section shall be governed by § 29-305.27. (e) The election of directors shall be governed by § 29-305.28.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.26.
DC Code § 29-305.26 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.26. Action by single and multiple voting groups

(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § 29-305.25. (b) If the articles of incorporation or this chapter provide for voting by 2 or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 29-305.25. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-305.27 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.27. Greater quorum or voting requirements

(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter. (b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.25.
DC Code § 29-305.28 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.28. Voting for directors; cumulative voting

(a) Unless otherwise provided in the articles of incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholders shall not have a right to cumulate their votes for directors unless the articles of incorporation so provide. (c) A statement included in the articles of incorporation that “all” or “a designated voting group” “of shareholders are entitled to cumulate their votes for directors”, or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among 2 or more candidates. (d) Shares otherwise entitled to vote cumulatively shall not be voted cumulatively at a particular meeting unless: (1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2)(A) A shareholder that has the right to cumulate his votes gives notice to the corporation not less than 48 hours before the time set for the meeting of the shareholder’s intent to cumulate votes during the meeting. (B) If one shareholder gives this notice, all other shareholders in the same voting group participating in the election shall be entitled to cumulate their votes without giving further notice.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.01, § 29-305.25, and § 29-308.22.
DC Code § 29-305.29 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.29. Inspectors of election

(a) A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. (b) The inspectors shall: (1) Ascertain the number of shares outstanding and the voting power of each; (2) Determine the shares represented at a meeting; (3) Determine the validity of proxies and ballots; (4) Count all votes; and (5) Determine the result. (c) An inspector may be an officer or employee of the corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-308.22.
DC Code § 29-305.40 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part C - Voting Trusts and Agreements|§ 29-305.40. 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 owners of beneficial interests in the trust, 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 shall be effective on the date the 1st shares subject to the trust are registered in the trustee’s name. A voting trust shall not be valid for not more than 10 years after its effective date unless extended under subsection (c) of this section. (c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing written consent to the extension. An extension shall be valid for 10 years after the date the 1st shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of beneficial owners to the corporation’s principal office. An extension agreement binds only those parties signing it.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.41.
DC Code § 29-305.41 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part C - Voting Trusts and Agreements|§ 29-305.41. 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 shall not be subject to § 29-305.40. (b) A voting agreement created under this section shall be specifically enforceable.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.22.
DC Code § 29-305.50 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part D - Derivative Proceedings|§ 29-305.50. Definitions

For the purposes of this part, the term: (1) “Derivative proceeding” means a civil action in the right of a domestic corporation or, to the extent provided in § 29-305.57, in the right of a foreign corporation. (2) “Shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner’s behalf.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-305.51 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part D - Derivative Proceedings|§ 29-305.51. Standing

A shareholder shall not commence or maintain a derivative proceeding unless the shareholder: (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 that was a shareholder at that time; and (2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-306.09.
DC Code § 29-305.52 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part D - Derivative Proceedings|§ 29-305.52. Demand

A shareholder shall not commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) Ninety days have expired from the date the delivery of the demand was made unless (A) The shareholder has earlier been notified that the demand has been rejected by the corporation; or (B) Irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(15), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “the delivery of the demand” for “the demand” in (2). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-305.53 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part D - Derivative Proceedings|§ 29-305.53. Stay of proceedings

If the corporation commences an inquiry into the allegations made in the demand or complaint, the Superior Court may stay any derivative proceeding for such period as the court consider appropriate.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.57.
DC Code § 29-305.54 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part D - Derivative Proceedings|§ 29-305.54. Dismissal

(a) The Superior Court shall dismiss a derivative proceeding 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 a majority vote of: (1) Qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or (2) A committee consisting of 2 or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether the 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 complaint shall allege with particularity facts establishing that: (1) A majority of the board of directors did not consist of qualified directors at the time the determination was made; or (2) 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. Otherwise, the corporation has the burden of proving that the requirements of subsection (a) of this section have been met. (e) Upon motion by the corporation, the Superior 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 has the burden of proving that the requirements of subsection (a) of this section have not been met.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-301.21.
DC Code § 29-305.55 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part D - Derivative Proceedings|§ 29-305.55. Discontinuance or settlement

A derivative proceeding shall not be discontinued or settled without the Superior 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.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.57.
DC Code § 29-305.56 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part D - Derivative Proceedings|§ 29-305.56. Payment of expenses

On termination of the derivative proceeding, the Superior Court may order: (1) 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) 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; or (3) 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.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.57.
DC Code § 29-305.57 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part D - Derivative Proceedings|§ 29-305.57. Applicability to foreign corporations

In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation, except for §§ 29-305.53, 29-305.55, and 29-305.56.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.50.
DC Code § 29-305.70 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part E - Proceeding to Appoint Custodian or Receiver|§ 29-305.70. Shareholder action to appoint custodian or receiver

(a) The Superior Court may appoint one or more persons to be custodians or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder if it is established that: (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; or (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) The Superior Court: (1) May issue injunctions, appoint a temporary custodian or 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) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and (3) Shall have jurisdiction over the corporation and all of its property, wherever located. (c) The Superior Court may appoint an individual or domestic or foreign corporation, authorized to do business in the District, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs. (d) The Superior Court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended. Among other powers: (1) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the activities and affairs of the corporation; and (2) A receiver may: (A) 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; and (B) Sue and defend in the receiver’s own name as receiver. (e) The Superior Court during a custodianship may redesignate the custodian a receiver and, during a receivership, may redesignate the receiver a custodian, if doing so is in the best interests of the corporation. (f) The Superior Court, during the custodianship or receivership, may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(16), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities” for “business” in (d)(1). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.