reglab/housing_qa huggingface dataset:
8 DE Code § 124. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter II. Powers|§ 124. Effect of lack of corporate capacity or power; ultra vires.

§ 124. Effect of lack of corporate capacity or power; ultra vires. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:  (1) In a proceeding by a stockholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained; (2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through stockholders in a representative suit, against an incumbent or former officer or director of the corporation, for loss or damage due to such incumbent or former officer's or director's unauthorized act; (3) In a proceeding by the Attorney General to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.8 Del. C. 1953, §  124;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §  8;
8 DE Code § 126. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter II. Powers|§ 126. Banking power denied.

§ 126. Banking power denied. (a) No corporation organized under this chapter shall possess the power of issuing bills, notes, or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money. (b) Corporations organized under this chapter to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to be engaging in the business of banking. 8 Del. C. 1953, §  126;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  4;
8 DE Code § 127. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter II. Powers|§ 127. Private foundation; powers and duties.

§ 127. Private foundation; powers and duties. A corporation of this State which is a private foundation under the United States internal revenue laws and whose certificate of incorporation does not expressly provide that this section shall not apply to it is required to act or to refrain from acting so as not to subject itself to the taxes imposed by 26 U.S.C. § 4941 (relating to taxes on self-dealing), § 4942 (relating to taxes on failure to distribute income), § 4943 (relating to taxes on excess business holdings), § 4944 (relating to taxes on investments which jeopardize charitable purpose), or § 4945 (relating to taxable expenditures), or corresponding provisions of any subsequent United States internal revenue law. 8 Del. C. 1953, §  127;  58 Del. Laws, c. 87.;
8 DE Code § 131. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter III. Registered Office and Registered Agent|§ 131. Registered office in State; principal office or place of business in State.

§ 131. Registered office in State; principal office or place of business in State. (a) Every corporation shall have and maintain in this State a registered office which may, but need not be, the same as its place of business. (b) Whenever the term “corporation's principal office or place of business in this State” or “principal office or place of business of the corporation in this State,” or other term of like import, is or has been used in a corporation's certificate of incorporation, or in any other document, or in any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the corporation's registered office required by this section; and it shall not be necessary for any corporation to amend its certificate of incorporation or any other document to comply with this section. (c) As contained in any certificate of incorporation or other document filed with the Secretary of State under this chapter, the address of a registered office shall include the street, number, city, county and postal code. 8 Del. C. 1953, §  131;  56 Del. Laws, c. 50;  78 Del. Laws, c. 96, §  5;
8 DE Code § 133. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter III. Registered Office and Registered Agent|§ 133. Change of location of registered office; change of registered agent.

§ 133. Change of location of registered office; change of registered agent. Any corporation may, by resolution of its board of directors, change the location of its registered office in this State to any other place in this State. By like resolution, the registered agent of a corporation may be changed to any other person or corporation including itself. In either such case, the resolution shall be as detailed in its statement as is required by § 102(a)(2) of this title. Upon the adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged, and filed in accordance with § 103 of this title. 8 Del. C. 1953, §  133;  56 Del. Laws, c. 50;  69 Del. Laws, c. 235, §  4;  70 Del. Laws, c. 587, §  8;
8 DE Code § 134. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter III. Registered Office and Registered Agent|§ 134. Change of address or name of registered agent.

§ 134. Change of address or name of registered agent. (a) A registered agent may change the address of the registered office of the corporation or corporations for which the agent is a registered agent to another address in this State by filing with the Secretary of State a certificate, executed and acknowledged by such registered agent, setting forth the address at which such registered agent has maintained the registered office for each of the corporations for which it is a registered agent, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the corporations for which it is a registered agent. Thereafter, or until further change of address, as authorized by law, the registered office in this State of each of the corporations for which the agent is a registered agent shall be located at the new address of the registered agent thereof as given in the certificate. (b) In the event of a change of name of any person or corporation acting as registered agent in this State, such registered agent shall file with the Secretary of State a certificate, executed and acknowledged by such registered agent, setting forth the new name of such registered agent, the name of such registered agent before it was changed, and the address at which such registered agent has maintained the registered office for each of the corporations for which it acts as a registered agent. A change of name of any person or corporation acting as a registered agent as a result of a merger or consolidation of the registered agent, with or into another person or corporation which succeeds to its assets by operation of law, shall be deemed a change of name for purposes of this section. 8 Del. C. 1953, §  134;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  4;  70 Del. Laws, c. 186, §  1;  70 Del. Laws, c. 587, §  9;  73 Del. Laws, c. 82, §§  2, 3;
8 DE Code § 135. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter III. Registered Office and Registered Agent|§ 135. Resignation of registered agent coupled with appointment of successor.

§ 135. Resignation of registered agent coupled with appointment of successor. The registered agent of 1 or more corporations may resign and appoint a successor registered agent by filing a certificate with the Secretary of State, stating the name and address of the successor agent, in accordance with § 102(a)(2) of this title. There shall be attached to such certificate a statement of each affected corporation ratifying and approving such change of registered agent. Each such statement shall be executed and acknowledged in accordance with § 103 of this title. Upon such filing, the successor registered agent shall become the registered agent of such corporations as have ratified and approved such substitution and the successor registered agent's address, as stated in such certificate, shall become the address of each such corporation's registered office in this State. 8 Del. C. 1953, §  135;  56 Del. Laws, c. 50;  70 Del. Laws, c. 587, §  10;  82 Del. Laws, c. 256, § 7;
8 DE Code § 136. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter III. Registered Office and Registered Agent|§ 136. Resignation of registered agent not coupled with appointment of successor.

§ 136. Resignation of registered agent not coupled with appointment of successor. (a) The registered agent of a corporation, including a corporation which has become void pursuant to §  510 of this title, may resign without appointing a successor by filing a certificate of resignation with the Secretary of State, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall be executed and acknowledged by the registered agent, shall contain a statement that written notice of resignation was given to the corporation at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the corporation at its address last known to the registered agent and shall set forth the date of such notice. The certificate shall include such information last provided to the registered agent pursuant to §  132(d) of this title for a communications contact for the affected corporation. Such information regarding the communications contact shall not be deemed public. A certificate filed pursuant to this section must be on the form prescribed by the Secretary of State. (b) After receipt of the notice of the resignation of its registered agent, provided for in subsection (a) of this section, the corporation for which such registered agent was acting shall obtain and designate a new registered agent to take the place of the registered agent so resigning in the same manner as provided in § 133 of this title for change of registered agent. If such corporation, being a corporation of this State, fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall declare the charter of such corporation forfeited. If such corporation, being a foreign corporation, fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall forfeit its authority to do business in this State. (c) After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against the corporation for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with § 321 of this title. 8 Del. C. 1953, §  136;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  2;  64 Del. Laws, c. 112, §  5;  69 Del. Laws, c. 233, §§  1-3;  70 Del. Laws, c. 79, §§  5, 6;  70 Del. Laws, c. 587, §  11;  82 Del. Laws, c. 45, § 3;
8 DE Code § 142. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter IV. Directors and Officers|§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies.

§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies. (a) Every corporation organized under this chapter shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with §§ 103(a)(2) and 158 of this title. One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the certificate of incorporation or bylaws otherwise provide. (b) Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. (c) The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise. (d) A failure to elect officers shall not dissolve or otherwise affect the corporation. (e) Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body. 8 Del. C. 1953, §  142;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  4;  57 Del. Laws, c. 649, §  2;  59 Del. Laws, c. 437, §  6;  71 Del. Laws, c. 339, §  14;
8 DE Code § 143. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter IV. Directors and Officers|§ 143. Loans to employees and officers; guaranty of obligations of employees and officers.

§ 143. Loans to employees and officers; guaranty of obligations of employees and officers. Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute. 8 Del. C. 1953, §  143;  56 Del. Laws, c. 50.;
8 DE Code § 144. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter IV. Directors and Officers|§ 144. Interested directors; quorum.

§ 144. Interested directors; quorum. (a) No contract or transaction between a corporation and 1 or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which 1 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 director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:  (1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders. (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 authorizes the contract or transaction. 8 Del. C. 1953, §  144;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  5;  57 Del. Laws, c. 148, §  7;  71 Del. Laws, c. 339, §§  15-17;  77 Del. Laws, c. 253, §§  13, 14;
8 DE Code § 146. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter IV. Directors and Officers|§ 146. Submission of matters for stockholder vote.

§ 146. Submission of matters for stockholder vote. A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of directors determines at any time subsequent to approving such matter that such matter is no longer advisable and recommends that the stockholders reject or vote against the matter. 74 Del. Laws, c. 84, §  3;
8 DE Code § 152. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 152. Issuance of stock; lawful consideration; fully paid stock.

§ 152. Issuance of stock; lawful consideration; fully paid stock. The consideration, as determined pursuant to § 153(a) and (b) of this title, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in such form and in such manner as the board of directors shall determine. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation, or any combination thereof. The resolution authorizing the issuance of capital stock may provide that any stock to be issued pursuant to such resolution may be issued in 1 or more transactions in such numbers and at such times as are set forth in or determined by or in the manner set forth in the resolution, which may include a determination or action by any person or body, including the corporation, provided the resolution fixes a maximum number of shares that may be issued pursuant to such resolution, a time period during which such shares may be issued and a minimum amount of consideration for which such shares may be issued. The board of directors may determine the amount of consideration for which shares may be issued by setting a minimum amount of consideration or approving a formula by which the amount or minimum amount of consideration is determined. The formula may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of such consideration; provided, however, nothing contained herein shall prevent the board of directors from issuing partly paid shares under § 156 of this title. 8 Del. C. 1953, §  152;  56 Del. Laws, c. 50;  59 Del. Laws, c. 437, §  8;  74 Del. Laws, c. 326, §  3;  79 Del. Laws, c. 72, §  3;  80 Del. Laws, c. 40, §  6;
8 DE Code § 153. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 153. Consideration for stock.

§ 153. Consideration for stock. (a) Shares of stock with par value may be issued for such consideration, having a value not less than the par value thereof, as determined from time to time by the board of directors, or by the stockholders if the certificate of incorporation so provides. (b) Shares of stock without par value may be issued for such consideration as is determined from time to time by the board of directors, or by the stockholders if the certificate of incorporation so provides. (c) Treasury shares may be disposed of by the corporation for such consideration as may be determined from time to time by the board of directors, or by the stockholders if the certificate of incorporation so provides. (d) If the certificate of incorporation reserves to the stockholders the right to determine the consideration for the issue of any shares, the stockholders shall, unless the certificate requires a greater vote, do so by a vote of a majority of the outstanding stock entitled to vote thereon. 8 Del. C. 1953, §  153;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  10;