reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1-811 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-811. Compensation of directors

RS 1-811 - Compensation of directors Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-812 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-812. Director proxies

RS 1-812 - Director proxies A. A director may vote by proxy at a meeting of the board of directors or of a committee of the board only if the articles of incorporation so provide. B. A director may appoint as proxy only another director, and the appointment may be made only by means of a signed writing that is delivered to the person who is presiding at the meeting at which the proxy seeks to cast the absent director's vote. The writing may contain instructions, general or special, concerning the proxy's authority. C. Except as otherwise provided in the articles of incorporation, a separate appointment of a proxy is required for each meeting, and the proxy's authority under any appointment terminates at the conclusion of the meeting for which the appointment was made. D. The proxy shall cast the votes of the absent director consistently with any instructions that the proxy receives from the absent director, but otherwise may cast votes on behalf of the absent director in accordance with the proxy's own discretion. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-820 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-820. Meetings

RS 1-820 - Meetings  A. The board of directors may hold regular or special meetings in or out of this state.  B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.  C. A meeting of the board of directors may be called as provided in the bylaws, and may also be called by the board chair, by the chief executive officer, regardless of the title used by the corporation to designate that officer, or by a majority of the directors.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-821 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-821. Action without meeting

RS 1-821 - Action without meeting A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this Chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. B. Action taken under this Section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors. C. A consent signed under this Section has the effect of action taken at a meeting of the board of directors and may be described as such in any document. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-822 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-822. Notice of meeting

RS 1-822 - Notice of meeting A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. B. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least forty-eight hour notice of the date, time, and place of the meeting. Except as otherwise provided in the articles of incorporation or bylaws, the notice shall describe the purpose or purposes of the special meeting. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-823 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-823. Waiver of notice

RS 1-823 - Waiver of notice A. A director may waive any notice required by this Subpart, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by Subsection B of this Section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. B. A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless one of the following occurs: (1) The director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting. (2) The objection is to the consideration of an item of business outside the scope of the purposes stated in the notice of the meeting and the director objects to the consideration of that item promptly after the item is first raised for consideration at the meeting. C. A director who objects in accordance with Subsection B of this Section, but who then participates in the meeting or votes in favor of one or more actions at the meeting, does not waive the objection except with respect to those actions at the meeting that the director votes to approve. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-824 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-824. Quorum and voting

RS 1-824 - Quorum and voting A. Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this Chapter, a quorum of a board of directors consists of a majority of the number of directors determined in accordance with R.S. 12:1-803. B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors determined in accordance with R.S. 12:1-803. C.(1) If a quorum is present when a vote is taken, the affirmative vote of the required majority of directors is the act of the board of directors. The required majority of directors is a majority of the directors present, or the number of directors whose votes are required by the articles of incorporation or bylaws for the board to take the relevant action, whichever number is greater. (2) If a quorum is present when a meeting is convened, but the quorum is lost through the withdrawal from the meeting of one or more directors, the affirmative vote of the required majority of directors is the act of the board of directors provided that the number of affirmative votes is not fewer than the number that would have been required had the quorum not been lost. D. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless one of the following occurs: (1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting. (2) The dissent or abstention from the action taken is entered in the minutes of the meeting. (3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-825 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-825. Committees

RS 1-825 - Committees A. Unless this Chapter, the articles of incorporation, or the bylaws provide otherwise, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee. If the board of directors appoints a person who is not a director, that person may serve only in an advisory capacity and shall not be a member of the committee for purposes of any reference by this Chapter to a committee or to one or more members of a committee. B. Unless this Chapter otherwise provides, the creation of a committee and appointment of members to it must be approved by the greater of the following: (1) A majority of all the directors in office when the action is taken. (2) The number of directors required by the articles of incorporation or bylaws to take action under R.S. 12:1-824. C. R.S. 12:1-820 through 1-824 apply both to committees of the board and to their members. D. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under R.S. 12:1-801. E. A committee may not do any of the following: (1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors. (2) Approve or propose to shareholders action that this Chapter requires be approved by shareholders. (3) Fill vacancies on the board of directors or, subject to Subsection G of this Section, on any of its committees. (4) Adopt, amend, or repeal bylaws. F. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in R.S. 12:1-830. G. The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-826 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-826. Submission of matters for shareholder vote

RS 1-826 - Submission of matters for shareholder vote A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-830 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-830. Standards of conduct for directors

RS 1-830 - Standards of conduct for directors A. Each member of the board of directors, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation. B. The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. C. In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule. D. In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in Paragraph (F)(1) or Paragraph (F)(3) of this Section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law. E. In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in Subsection F of this Section. F. A director is entitled to rely, in accordance with Subsection D or E of this Section, on any of the following: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided. (2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence. (3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-832 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-832. Protection against monetary liability

RS 1-832 - Protection against monetary liability  A. Except to the extent that the articles of incorporation limit or reject the protection against liability provided by this Section, no director or officer shall be liable to the corporation or its shareholders for money damages for any action taken, or any failure to take action, as a director or officer, except for one of the following:  (1) A breach of the director's or officer's duty of loyalty to the corporation or the shareholders.  (2) An intentional infliction of harm on the corporation or the shareholders.  (3) A violation of R.S. 12:1-833.  (4) An intentional violation of criminal law.  B. The liability of a director or officer for conduct described in Paragraphs (A)(1) through (4) of this Section may not be limited or eliminated, but the corporation may purchase insurance against that liability as provided in R.S. 12:1-857.  C. For purposes of this Section, the duty of loyalty does not include any duty to act with any degree of care in the exercise of the director's or officer's responsibilities to the corporation or its shareholders.  D. A provision in a corporation's articles of incorporation that became effective before January 1, 2015, and that purports to protect a director or officer of the corporation against monetary liability to the corporation or its shareholders, shall not operate as a limitation of the protection against liability provided by this Section except to the extent that it provides less protection against liability than was permitted by the law in effect at the time the provision became effective.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-833 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-833. Directors' liability for unlawful distributions

RS 1-833 - Directors' liability for unlawful distributions  A. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to R.S. 12:1-640(A) or 1-1409(A) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating R.S. 12:1-640(A) or 1-1409(A) if the party asserting liability establishes that when taking the action the director did not comply with R.S. 12:1-830.  B. A director held liable under Subsection A of this Section for an unlawful distribution is entitled to both of the following:  (1) Contribution from every other director who could be held liable under Subsection A of this Section for the unlawful distribution.  (2) Indemnity from each shareholder, for the pro-rata portion of the amount of the unlawful distribution the shareholder received.  C.(1) A proceeding to enforce the liability of a director under Subsection A of this Section is barred unless it is commenced within two years after the relevant one of the following dates:  (a) The date on which the effect of the distribution was measured under R.S.12:1-640(E) or (G).  (b) The date as of which the violation of R.S. 12:1-640(A) occurred as the consequence of disregard of a restriction in the articles of incorporation.  (c) The date on which the distribution of assets to shareholders under R.S. 12:1-1409(A) was made.  (2) A proceeding to enforce contribution or indemnity under Subsection B of this Section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under Subsection A of this Section.  D. The time limits provided in Subsection C of this Section are peremptive.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-840 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-840. Officers

RS 1-840 - Officers A. A corporation shall have a secretary and such other officers as described in its bylaws or appointed by the board of directors in a manner not inconsistent with any bylaws. B. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors. C. The secretary shall have the authority and responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under R.S. 12:1-1601(A) and 1-1601(E). D. The same individual may simultaneously hold more than one office in a corporation. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-841 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-841. Functions of officers

RS 1-841 - Functions of officers In addition to the secretary's authority under R.S. 12:1-840, each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with any bylaws, the authority and functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the authority and functions of other officers. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-842 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-842. Standards of conduct for officers

RS 1-842 - Standards of conduct for officers  A. An officer, when performing in such capacity, has the duty to act in all of the following manners:  (1) In good faith.  (2) With the care that a person in a like position would reasonably exercise under similar circumstances.  (3) In a manner the officer reasonably believes to be in the best interests of the corporation.  B. [Reserved.]  C. In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following:  (1) The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.  (2) Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.  D. An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this Section. Whether an officer who does not comply with this Section shall have liability will depend in such instance on applicable law, including those principles of R.S. 12:1-831 that have relevance.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-843 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-843. Resignation and removal of officers

RS 1-843 - Resignation and removal of officers A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time. B. An officer may be removed at any time with or without cause by any of the following: (1) The board of directors. (2) The appointing officer, unless the bylaws or the board of directors provide otherwise. (3) Any other officer if authorized by the bylaws or the board of directors. C. In this Section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-844 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-844. Contract rights of officers

RS 1-844 - Contract rights of officers A. The appointment of an officer does not itself create contract rights. B. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.