reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1-863 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-863. Shareholders' action

RS 1-863 - Shareholders' action A. Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of R.S. 12:1-861(B)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after notice to shareholders describing the action to be taken respecting the transaction, provision to the corporation of the information referred to in Subsection B of this Section, and communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them. B. A director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under Subsection C of this Section, and the identity of the holders of those shares. C.(1) For purposes of this Section, "holder" means and "held by" refers to shares held by a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial shareholder. (2) For the purposes of this Section, "qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows or, under Subsection B of this Section, is notified are held by a director who has a conflicting interest respecting the transaction or a related person of the director, excluding a person described in R.S. 12:1-860(5)(f). D. A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this Section. Subject to the provisions of Subsection E of this Section, shareholders' action that otherwise complies with this Section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares. E. If a shareholders' vote does not comply with Subsection A of this Section solely because of a director's failure to comply with Subsection B of this Section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances. F. Where shareholders' action under this Section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-870 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-870. Business opportunities

RS 1-870 - Business opportunities  A. If a director or officer or related person of either pursues or takes advantage, directly or indirectly, of a business opportunity, that action may not be the subject of any form of relief, or give rise to an award of damages or other sanctions against the director, officer or related person, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if the requirements of Paragraph (1) or (2) of this Subsection are satisfied:   (1) Before the director, officer or related person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and either of the following occurs:  (a) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the same procedures set forth in R.S. 12:1-862.  (b) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in R.S. 12:1-863, as if the decision being made concerned a director's conflicting interest transaction.  (2) The duty to offer the corporation the particular business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted, and in the case of officers and their related persons made effective by action of qualified directors, in accordance with R.S. 12:1-202(B)(6).  B. In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in Subsection A of this Section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.  C. For purposes of this Section, the term "required disclosure" as used in R.S. 12:1-862 and R.S. 12:1-863 means prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director or officer.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-901 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-901. Excluded transactions

RS 1-901 - Excluded transactions A. This Part may not be used to effect a transaction that causes an eligible entity or domestic or foreign corporation to hold any right, privilege, license, or franchise under the laws of this state that it is ineligible to hold. B. Property received through a conditional donation, grant, or devise, or held in trust or for charitable purposes pursuant to the laws of this state by a party to a transaction under this Part shall not be diverted by that transaction from the objects for which it was donated, granted, or devised, except to the extent authorized by a court judgment based upon principles of cy pres or approximation. C. A person who is a member, interest holder, or an affiliate of an eligible entity with a charitable purpose may not receive a direct or indirect financial benefit in connection with a transaction under this Part to which the eligible entity is a party unless the person is itself an eligible entity with a charitable purpose. This Subsection does not apply to the receipt of reasonable compensation for services rendered. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-902 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-902. Required approvals

RS 1-902 - Required approvals [Reserved.] Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-920 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-920. Domestication

RS 1-920 - Domestication A. A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation. B. A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in this Subpart. C. The plan of domestication must include all of the following: (1) A statement of the jurisdiction in which the corporation is to be domesticated. (2) The terms and conditions of the domestication. (3) The manner and basis of reclassifying the shares of the corporation following its domestication into shares or other securities, obligations, rights to acquire shares or other securities, or into cash, other property, or any combination of the foregoing. (4) Any desired amendments to the articles of incorporation of the corporation following its domestication. D. The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change any of the following: (1) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, or the cash or other property to be received by the shareholders under the plan. (2) The articles of incorporation as they will be in effect immediately following the domestication, except for changes permitted by R.S. 12:1-1005 or by comparable provisions of the laws of the other jurisdiction. (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect. E. Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L). F. If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or signed by a domestic business corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-922 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-922. Articles of domestication

RS 1-922 - Articles of domestication A. After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be signed by any officer or other duly authorized representative. The articles shall set forth all of the following: (1) The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of R.S. 12:1-401. (2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction. (3) A statement that the domestication of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in this state. B. The articles of domestication shall either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted. C. The articles of domestication shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123. D. If the foreign corporation is authorized to transact business in this state under Chapter 3 of Title 12, its certificate of authority shall be cancelled automatically on the effective date of its domestication. E. Within thirty days after the date that articles of domestication 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 the corporation owns immovable property. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-923 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-923. Surrender of charter upon domestication

RS 1-923 - Surrender of charter upon domestication A. Whenever a domestic business corporation has adopted and approved, in the manner required by this Subpart, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth all of the following: (1) The name of the corporation. (2) A statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction. (3) A statement that the domestication 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) The corporation's new jurisdiction of incorporation. B. The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect at the effective time provided in R.S. 12:1-123. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-925 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-925. Abandonment of a domestication

RS 1-925 - Abandonment of a domestication A. Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this Subpart, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders. B. If a domestication is abandoned under Subsection A of this Section after articles of charter surrender have been filed with the secretary of state but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this Section, signed 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 domestication. The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective. C. If the domestication of a foreign business corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the secretary of state, a statement that the domestication has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-930 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-930. Nonprofit conversion

RS 1-930 - Nonprofit conversion A. A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion. B. A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of nonprofit conversion, the foreign nonprofit conversion shall be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this Subpart. C. The plan of nonprofit conversion must include all of the following: (1) The terms and conditions of the conversion. (2) The manner and basis of reclassifying the shares of the corporation following its conversion into memberships, if any, or securities, obligations, rights to acquire memberships or securities, or into cash, other property, or any combination of the foregoing. (3) Any desired amendments to the articles of incorporation of the corporation following its conversion. (4) If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion. D. The plan of nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change any of the following: (1) The amount or kind of memberships or securities, obligations, rights to acquire memberships or securities, or the cash or other property to be received by the shareholders under the plan. (2) The articles of incorporation as they will be in effect immediately following the conversion, except for changes permitted by R.S. 12:1-1005. (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect. E. Terms of a plan of nonprofit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L). F. If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or signed by a domestic business corporation before January 1, 2015, contains a provision applying to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended subsequent to that date. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-931 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-931. Action on a plan of nonprofit conversion

RS 1-931 - Action on a plan of nonprofit conversion In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation, all of the following shall apply: (1) The plan of nonprofit conversion must be adopted by the board of directors. (2) After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or R.S. 12:1-826 applies. If the board of directors makes such a determination or R.S. 12:1-826 applies, the board must transmit to the shareholders the basis for so proceeding. (3) The board of directors may condition its submission of the plan of nonprofit conversion to the shareholders on any basis. (4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder of the meeting of shareholders at which the plan of nonprofit conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation as they will be in effect immediately after the nonprofit conversion. (5) Unless the articles of incorporation, or the board of directors acting pursuant to Paragraph (3) of this Section, requires a greater vote, approval of the plan of nonprofit conversion requires the approval of each class or series of shares of the corporation voting as a separate voting group by at least a majority of the votes entitled to be cast on the nonprofit conversion by that voting group. (6) If any provision of the articles of incorporation, bylaws or an agreement to which any of the directors or shareholders are parties, adopted before January 1, 2015, applies to a merger, other than a provision that limits or eliminates voting or appraisal rights, and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended subsequent to that date. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-932 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-932. Articles of nonprofit conversion

RS 1-932 - Articles of nonprofit conversion A. After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this Subpart, articles of nonprofit conversion shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth both of the following: (1) The name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of the Nonprofit Corporation Law, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of the Nonprofit Corporation Law. (2) A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this Subpart and the articles of incorporation. B. The articles of nonprofit conversion shall either contain all of the provisions that the Nonprofit Corporation Law requires to be set forth in articles of incorporation of a domestic nonprofit corporation and any other desired provisions permitted by the Nonprofit Corporation Law, or shall have attached articles of incorporation that satisfy the requirements of the Nonprofit Corporation Law. In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic nonprofit corporation may be omitted. C. The articles of nonprofit conversion shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-933 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-933. Surrender of charter upon foreign nonprofit conversion

RS 1-933 - Surrender of charter upon foreign nonprofit conversion A. Whenever a domestic business corporation has adopted and approved, in the manner required by this Subpart, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth all of the following: (1) The name of the corporation. (2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation. (3) A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this Act and the articles of incorporation. (4) The corporation's new jurisdiction of incorporation. B. The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect at the effective time provided in R.S. 12:1-123. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.