reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1-1004 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1004. Voting on amendments by voting groups

RS 1-1004 - Voting on amendments by voting groups A. If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this Subpart, on a proposed amendment to the articles of incorporation if the amendment would do any of the following: (1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class. (2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class. (3) Change the rights, preferences, or limitations of all or part of the shares of the class. (4) Change the shares of all or part of the class into a different number of shares of the same class. (5) Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class. (6) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class. (7) Limit or deny an existing preemptive right of all or part of the shares of the class. (8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class. B. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in Subsection A of this Section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment. C. If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this Section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors. D. A class or series of shares is entitled to the voting rights granted by this Section although the articles of incorporation provide that the shares are nonvoting shares. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1005 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1005. Amendment by board of directors

RS 1-1005 - Amendment by board of directors  Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval to do any of the following:  (1) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.  (2) Delete the names and addresses of the initial directors.  (3) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state, or to delete the address of the initial principal office if the corporation has provided the address of its principal office in an annual report on file with the secretary of state.  (4) If the corporation has only one class of shares outstanding, then to do either of the following:  (a) Change each issued and unissued authorized share of the class into a greater number of whole shares of that class.  (b) Increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.  (5) Change the corporate name.  (6) Reflect a reduction in authorized shares, as a result of the operation of R.S. 12:1-631(B), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares.  (7) Delete a class of shares from the articles of incorporation, as a result of the operation of R.S. 12:1-631(B), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.  (8) To make any change expressly permitted by R.S. 12:1-602(A) or (B) to be made without shareholder approval.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2020, 2nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020.
LA Rev Stat § 12:1-1006 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1006. Articles of amendment

RS 1-1006 - Articles of amendment After an amendment to the articles of incorporation has been adopted and approved in the manner required by this Subpart and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which shall set forth all of the following: (1) The name of the corporation. (2) The text of each amendment adopted, or the information required by R.S. 12:1-120(L)(5). (3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with R.S. 12:1-120(L)(5). (4) The date of each amendment's adoption. (5)(a) If an amendment was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required. (b) If an amendment required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this Act and by the articles of incorporation. (c) If an amendment is being filed pursuant to R.S. 12:1-120(L)(5), a statement to that effect. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1007 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1007. Restated articles of incorporation

RS 1-1007 - Restated articles of incorporation  A. A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate the articles of incorporation and all amendments into a single document.  B. If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in R.S. 12:1-1003.  C. A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the entire text of the articles as amended by all amendments, together with a certificate which states that the restated articles consolidate the articles of incorporation and all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under R.S. 12:1-1006.  D. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.  E. The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by Subsection C of this Section.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 107, §1; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:1-1008 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1008. Amendment pursuant to reorganization

RS 1-1008 - Amendment pursuant to reorganization A. A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. B. The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth all of the following: (1) The name of the corporation. (2) The text of each amendment approved by the court. (3) The date of the court's order or decree approving the articles of amendment. (4) The title of the reorganization proceeding in which the order or decree was entered. (5) A statement that the court had jurisdiction of the proceeding under federal statute. C. This Section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1009 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1009. Effect of amendment

RS 1-1009 - Effect of amendment An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1020 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1020. Amendment by board of directors or shareholders

RS 1-1020 - Amendment by board of directors or shareholders A. A corporation's shareholders may amend or repeal the corporation's bylaws. B. A corporation's board of directors may adopt, amend, or repeal the corporation's bylaws, unless either of the following conditions exist: (1) The articles of incorporation, R.S. 12:1-1021 or, if applicable, R.S. 12:1-1022 reserve that power exclusively to the shareholders in whole or part. (2) The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1021 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1021. Bylaw increasing quorum or voting requirement for directors

RS 1-1021 - Bylaw increasing quorum or voting requirement for directors A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed under either of the following circumstances: (1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides. (2) If adopted by the board of directors, either by the shareholders or by the board of directors. B. A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors. C. Action by the board of directors under Subsection A of this Section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1022 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1022. Public corporation bylaw provisions relating to the election of directors

RS 1-1022 - Public corporation bylaw provisions relating to the election of directors  A. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this Section, alter the vote specified in R.S. 12:1-728(A), or provide for cumulative voting, a public corporation may elect in its bylaws to provide a means for a shareholder to vote against the election of an individual to serve as a director and, notwithstanding a director's election by plurality vote, to limit the term or require the resignation of any director who receives more votes against than for his or her election.  B. The expiration of a limited term, or the resignation of a director, pursuant to a bylaw authorized by this Section creates a vacancy that is governed by R.S. 12:1-810.  C. A bylaw authorized by this Section may be repealed by either of the following:  (1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides.  (2) If adopted by the board of directors, by the board of directors or the shareholders.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-1101 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1101. Definitions

RS 1-1101 - Definitions As used in this Part, the following meanings shall apply: A. "Merger" means a business combination pursuant to R.S. 12:1-1102. B. "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or eligible entity that will do any of the following: (1) Merge under a plan of merger. (2) Acquire shares or eligible interests of another corporation or an eligible entity in a share exchange. (3) Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange. C. "Share exchange" means a business combination pursuant to R.S. 12:1-1103. D. "Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1105 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1105. Merger between parent and subsidiary or between subsidiaries

RS 1-1105 - Merger between parent and subsidiary or between subsidiaries  A. Unless the articles of incorporation of any of the corporations otherwise provide, or unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized, a domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may do either of the following:  (1) Merge the subsidiary into itself or into another such subsidiary without the approval of the shareholders of the parent corporation or board of directors or shareholders of the subsidiary.  (2) Merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary.  B. If under Subsection A of this Section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.  C. As a result of a merger pursuant to this Section, the articles of incorporation of the parent corporation may be amended only as provided in R.S. 12:1-1005.  D. Except as provided in Subsections A, B, and C of this Section, a merger between a parent and a subsidiary shall be governed by the provisions of this Part applicable to mergers generally.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2020, 2nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020.
LA Rev Stat § 12:1-1106 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1106. Articles of merger or share exchange

RS 1-1106 - Articles of merger or share exchange  A. After a plan of merger or share exchange has been adopted and approved as required by this Subpart, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. Articles of merger need not be signed on behalf of any subsidiary that is a party to a merger authorized without the approval of the subsidiary's board of directors or shareholders as permitted by R.S. 12:1-1105(A). The articles shall set forth all of the following:  (1) The names of the parties to the merger or share exchange.  (2) If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation.  (3) If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this Subpart and the articles of incorporation.  (4) If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect.  (5) As to each eligible entity or foreign corporation that was a party to the merger or share exchange, a statement that the participation of the eligible entity or foreign corporation was duly authorized as required by the organic law of the eligible entity or corporation.  B. Articles of merger or share exchange shall be delivered to the secretary of state for filing by the survivor of the merger or the acquiring corporation in a share exchange, and shall take effect at the effective time provided in R.S. 12:1-123. Articles of merger or share exchange filed under this Section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this Section and the other organic law.  C. Within thirty days of the date that articles of merger take effect, a duplicate original or certified copy of the articles shall be filed in the conveyance records of each parish in this state in which any of the parties to the merger has immovable property.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-1108 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1108. Abandonment of a merger or share exchange

RS 1-1108 - Abandonment of a merger or share exchange A. Unless otherwise provided in a plan of merger or share exchange or in the laws under which an eligible entity or foreign business corporation that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this Part, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange. B. If a merger or share exchange is abandoned under Subsection A of this Section after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this Section, signed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1201 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1201. Disposition of assets not requiring shareholder approval

RS 1-1201 - Disposition of assets not requiring shareholder approval No approval of the shareholders of a corporation is required for any of the following actions, unless the articles of incorporation otherwise provide: (1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business. (2) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business. (3) To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation. (4) To distribute assets pro rata to the holders of one or more classes or series of the corporation's shares, provided that the distribution does not violate the rights of any class or series of shares. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-1303 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-1303. Assertion of rights by nominees and beneficial shareholders

RS 1-1303 - Assertion of rights by nominees and beneficial shareholders A. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this Subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders. B. A beneficial shareholder and voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in R.S. 12:1-1322(B)(2)(b), and does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or voting trust beneficial owner. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.