reglab/housing_qa huggingface dataset:
8 DE Code § 170. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 170. Dividends; payment; wasting asset corporations.

§ 170. Dividends; payment; wasting asset corporations. (a) The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock either:  (1) Out of its surplus, as defined in and computed in accordance with §§ 154 and 244 of this title; or (2) In case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If the capital of the corporation, computed in accordance with §§ 154 and 244 of this title, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of such corporation shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Nothing in this subsection shall invalidate or otherwise affect a note, debenture or other obligation of the corporation paid by it as a dividend on shares of its stock, or any payment made thereon, if at the time such note, debenture or obligation was delivered by the corporation, the corporation had either surplus or net profits as provided in (a)(1) or (2) of this section from which the dividend could lawfully have been paid. (b) Subject to any restrictions contained in its certificate of incorporation, the directors of any corporation engaged in the exploitation of wasting assets (including but not limited to a corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or engaged primarily in the liquidation of specific assets) may determine the net profits derived from the exploitation of such wasting assets or the net proceeds derived from such liquidation without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation or exploitation of such assets. 8 Del. C. 1953, §  170;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  9;  59 Del. Laws, c. 106, §  5;  64 Del. Laws, c. 112, §  17;  67 Del. Laws, c. 376, §  5;  69 Del. Laws, c. 61, §  3;  72 Del. Laws, c. 123, §  3;  77 Del. Laws, c. 253, §  18;
8 DE Code § 171. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 171. Special purpose reserves.

§ 171. Special purpose reserves. The directors of a corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. 8 Del. C. 1953, §  171;  56 Del. Laws, c. 50.;
8 DE Code § 172. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 172. Liability of directors and committee members as to dividends or stock redemption.

§ 172. Liability of directors and committee members as to dividends or stock redemption. A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the corporation's stock might properly be purchased or redeemed. 8 Del. C. 1953, §  172;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  10;  66 Del. Laws, c. 136, §  5;
8 DE Code § 173. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 173. Declaration and payment of dividends.

§ 173. Declaration and payment of dividends. No corporation shall pay dividends except in accordance with this chapter. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. If the dividend is to be paid in shares of the corporation's theretofore unissued capital stock the board of directors shall, by resolution, direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the board of directors. No such designation as capital shall be necessary if shares are being distributed by a corporation pursuant to a split-up or division of its stock rather than as payment of a dividend declared payable in stock of the corporation. 8 Del. C. 1953, §  173;  56 Del. Laws, c. 50;  59 Del. Laws, c. 437, §  10;  65 Del. Laws, c. 127, §  5;
8 DE Code § 174. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter V. Stock and Dividends|§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation.

§ 174. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation. (a) In case of any wilful or negligent violation of § 160 or § 173 of this title, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within 6 years after paying such unlawful dividend or after such unlawful stock purchase or redemption, to the corporation, and to its creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid, or to the full amount unlawfully paid for the purchase or redemption of the corporation's stock, with interest from the time such liability accrued. Any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may be exonerated from such liability by causing his or her dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after such director has notice of the same. (b) Any director against whom a claim is successfully asserted under this section shall be entitled to contribution from the other directors who voted for or concurred in the unlawful dividend, stock purchase or stock redemption. (c) Any director against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amount paid by such director as a result of such claim, to be subrogated to the rights of the corporation against stockholders who received the dividend on, or assets for the sale or redemption of, their stock with knowledge of facts indicating that such dividend, stock purchase or redemption was unlawful under this chapter, in proportion to the amounts received by such stockholders respectively. 8 Del. C. 1953, §  174;  56 Del. Laws, c. 50;  59 Del. Laws, c. 106, §  6;  71 Del. Laws, c. 339, §§  26, 27;
8 DE Code § 201. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VI. Stock Transfers|§ 201. Transfer of stock, stock certificates and uncertificated stock.

§ 201. Transfer of stock, stock certificates and uncertificated stock. Except as otherwise provided in this chapter, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by Article 8 of subtitle I of Title 6. To the extent that any provision of this chapter is inconsistent with any provision of subtitle I of Title 6, this chapter shall be controlling. 8 Del. C. 1953, §  201;  56 Del. Laws, c. 50;  64 Del. Laws, c. 112, §  18;
8 DE Code § 214. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 214. Cumulative voting.

§ 214. Cumulative voting. The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) such holder would be entitled to cast for the election of directors with respect to such holder's shares of stock multiplied by the number of directors to be elected by such holder, and that such holder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any 2 or more of them as such holder may see fit. 8 Del. C. 1953, §  214;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  37;  57 Del. Laws, c. 421, §  5;  71 Del. Laws, c. 339, §  32;
8 DE Code § 216. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 216. Quorum and required vote for stock corporations.

§ 216. Quorum and required vote for stock corporations. Subject to this chapter in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than 1/3 of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than 1/3 of the shares of such class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:  (1) A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders; (2) In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (3) Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and (4) Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series. A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors. 8 Del. C. 1953, §  216;  56 Del. Laws, c. 50;  63 Del. Laws, c. 25, §  7;  64 Del. Laws, c. 112, §  21;  66 Del. Laws, c. 136, §§  10, 11;  71 Del. Laws, c. 339, §§  34, 35;  75 Del. Laws, c. 306, §  5;  76 Del. Laws, c. 145, §  3;
8 DE Code § 217. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock.

§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock. (a) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation such person has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or such pledgee's proxy, may represent such stock and vote thereon. (b) If shares or other securities having voting power stand of record in the names of 2 or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if 2 or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:  (1) If only 1 votes, such person's act binds all; (2) If more than 1 vote, the act of the majority so voting binds all; (3) If more than 1 vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this subsection shall be a majority or even split in interest.8 Del. C. 1953, §  217;  56 Del. Laws, c. 50;  71 Del. Laws, c. 339, §§  36, 37;
8 DE Code § 221. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 221. Voting, inspection and other rights of bondholders and debenture holders.

§ 221. Voting, inspection and other rights of bondholders and debenture holders. Every corporation may in its certificate of incorporation confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation to the extent and in the manner provided in the certificate of incorporation and may confer upon such holders of bonds, debentures or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the stockholders of the corporation have or may have by reason of this chapter or of its certificate of incorporation. If the certificate of incorporation so provides, such holders of bonds, debentures or other obligations shall be deemed to be stockholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any provision of this chapter which requires the vote of stockholders as a prerequisite to any corporate action and the certificate of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in § 242(b)(2) of this title. 8 Del. C. 1953, §  221;  56 Del. Laws, c. 50;  57 Del. Laws, c. 421, §  6;  65 Del. Laws, c. 127, §  6;
8 DE Code § 222. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 222. Notice of meetings and adjourned meetings.

§ 222. Notice of meetings and adjourned meetings. (a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting in the form of a writing or electronic transmission shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. (b) Unless otherwise provided in this chapter, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. (c) When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with § 213(a) of this title, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. 8 Del. C. 1953, §  222;  56 Del. Laws, c. 50;  58 Del. Laws, c. 235, §  3;  71 Del. Laws, c. 339, §  40;  72 Del. Laws, c. 343, §§  11-13;  77 Del. Laws, c. 14, §§  7-9;  82 Del. Laws, c. 45, § 8;
8 DE Code § 224. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 224. Form of records.

§ 224. Form of records. Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in §§ 219 and 220 of this title, (ii) record the information specified in §§ 156, 159, 217(a) and 218 of this title, and (iii) record transfers of stock as governed by Article 8 of subtitle I of Title 6. Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect such records pursuant to any provision of this chapter. When records are kept in such manner, a clearly legible paper form prepared from or by means of the information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases) shall be valid and admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided the paper form accurately portrays the record. 8 Del. C. 1953, §  224;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §  15;  72 Del. Laws, c. 343, §  14;  81 Del. Laws, c. 86, § 7;
8 DE Code § 226. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.

§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause. (a) The Court of Chancery, upon application of any stockholder, may appoint 1 or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of and for any corporation when:  (1) At any meeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or (2) The business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division; or (3) The corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets. (b) A custodian appointed under this section shall have all the powers and title of a receiver appointed under § 291 of this title, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the Court shall otherwise order and except in cases arising under paragraph (a)(3) of this section or § 352(a)(2) of this title. (c) In the case of a charitable nonstock corporation, the applicant shall provide a copy of any application referred to in subsection (a) of this section to the Attorney General of the State of Delaware within 1 week of its filing with the Court of Chancery. 8 Del. C. 1953, §  226;  56 Del. Laws, c. 50;  77 Del. Laws, c. 253, §  27;
8 DE Code § 227. (2021)
2021 Delaware Code|Title 8 - Corporations|Chapter 1. General Corporation Law|Subchapter VII. Meetings, Elections, Voting and Notice|§ 227. Powers of Court in elections of directors.

§ 227. Powers of Court in elections of directors. (a) The Court of Chancery, in any proceeding instituted under § 211, § 215 or § 225 of this title may determine the right and power of persons claiming to own stock to vote at any meeting of the stockholders. (b) The Court of Chancery may appoint a Master to hold any election provided for in § 211, § 215 or § 225 of this title under such orders and powers as it deems proper; and it may punish any officer or director for contempt in case of disobedience of any order made by the Court; and, in case of disobedience by a corporation of any order made by the Court, may enter a decree against such corporation for a penalty of not more than $5,000. 8 Del. C. 1953, §  227;  56 Del. Laws, c. 50;  77 Del. Laws, c. 253, §  28;