reglab/housing_qa huggingface dataset:
DC Code § 29-306.58 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VI - Directors and Officers|Part E - Indemnification and Advance for Expenses|§ 29-306.58. Variation by corporate action; application of part

(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with § 29-306.51 or advance funds to pay for or reimburse expenses in accordance with § 29-306.53. Any such obligatory provision shall satisfy the requirements for authorization referred to in § 29-306.53(c) and in § 29-306.55(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law obligates the corporation to advance funds to pay for or reimburse expenses in accordance with § 29-306.53 to the fullest extent permitted by law, unless the provision specifically provides otherwise. (b) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor shall be a party, existing at the time the merger takes effect, shall be governed by § 29-309.07(a)(4). (c) A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part. (d) This part shall not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party. (e) This part shall not limit a corporation’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-306.54.
DC Code § 29-306.59 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VI - Directors and Officers|Part E - Indemnification and Advance for Expenses|§ 29-306.59. Exclusivity of part

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this part.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-306.71 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VI - Directors and Officers|Part F - Directors’ Conflicting Interest Transactions|§ 29-306.71. Judicial action

(a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director’s conflicting interest transaction. (b) A director’s conflicting interest transaction shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if: (1) Directors’ action respecting the transaction was taken in compliance with § 29-306.72 at any time; (2) Shareholders’ action respecting the transaction was taken in compliance with § 29-306.73 at any time; or (3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-306.31, § 29-306.70, § 29-306.72, and § 29-306.73.
DC Code § 29-306.72 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VI - Directors and Officers|Part F - Directors’ Conflicting Interest Transactions|§ 29-306.72. Directors’ action

(a) Except as otherwise provided in subsection (b) of this section, directors’ action respecting a director’s conflicting interest transaction shall be effective for the purposes of § 29-306.71(b)(1) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than 2, of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section; provided, that: (1) The qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and (2)(A) If the action has been taken by a committee, all members of the committee were qualified directors; and (B)(i) The committee was composed of all the qualified directors on the board of directors; or (ii) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board. (b) Notwithstanding subsection (a) of this section, when a transaction is a director’s conflicting interest transaction only because a related person described in § 29-306.70(5)(E) or (F) is a party to or has a material financial interest in the transaction, the conflicted director shall not be obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director discloses to the qualified directors voting on the transaction: (1) All information required to be disclosed that is not so violative; (2) The existence and nature of the director’s conflicting interest; and (3) The nature of the conflicted director’s duty not to disclose the confidential information. (c) A majority, but no fewer than 2, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for the purposes of action that complies with this section. (d) If directors’ 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 shall be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-301.21, § 29-306.31, § 29-306.70, § 29-306.71, § 29-306.80, § 29-311.01, and § 29-311.50.
DC Code § 29-306.80 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VI - Directors and Officers|Part G - Business Opportunities|§ 29-306.80. Business opportunities

(a) A director’s taking advantage, directly or indirectly, of a business opportunity shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if, before becoming legally obligated respecting the opportunity, the director brings it, to the attention of the corporation and: (1) Action by qualified directors disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in § 29-306.72, as if the decision being made concerned a director’s conflicting interest transaction; or (2) Shareholders’ action disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in § 29-306.73, as if the decision being made concerned a director’s conflicting interest transaction; provided, that rather than making “required disclosure” as defined in § 29-306.70, in each case the director shall have made 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. (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.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-301.21 and § 29-306.31.
DC Code § 29-308.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.01. Authority to amend

(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation. (b) A shareholder of the corporation shall not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-1301.05.
DC Code § 29-308.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.02. Amendment before issuance of shares

If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-308.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.03. Amendment by board of directors and shareholders

If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner: (1) The proposed amendment shall be adopted by the board of directors. (2) Except as otherwise provided in §§ 29-308.05, 29-308.07, and 29-308.08, after adopting the proposed amendment, the board of directors shall submit the amendment to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, 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, in which case the board of directors shall transmit to the shareholders the basis for that determination. (3) The board of directors may condition its submission of the amendment to the shareholders on any basis. (4) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment. (5) Unless the articles of incorporation, or the board of directors acting pursuant to paragraph (3) of this subsection requires a greater vote or a greater number of shares to be present, approval of the amendment shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as otherwise provided in § 29-308.04(c), the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-308.07.
DC Code § 29-308.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.04. 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 shall be entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would: (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 or to dissolution 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 or to dissolution 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; or (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 shall be entitled to vote as a separate voting group on the proposed amendment. (c) If a proposed amendment that entitles the holders of 2 or more classes or series of shares to vote as separate voting groups under this section would affect those 2 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 shall 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 shall be entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-307.02, § 29-308.03, and § 29-309.04.
DC Code § 29-308.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.05. 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: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) To delete the names and addresses of the initial directors; (3) To change the information required by § 29-104.04 (4) If the corporation has only one class of shares outstanding: (A) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or (B) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend; (5) To change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; (6) To reflect a reduction in authorized shares, as a result of the operation of § 29-304.41(b), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares; (7) To delete a class of shares from the articles of incorporation, as a result of the operation of § 29-304.41(b), if 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; or (8) To make any change expressly permitted by § 29-304.02(a) or (b) to be made without shareholder approval.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-307.01, § 29-308.03, § 29-309.02, and § 29-309.04.
DC Code § 29-308.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.06. Articles of amendment

After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the Mayor for filing articles of amendment, which shall set forth: (1) The name of the corporation; (2) The text of each amendment adopted or the information required by § 29-301.04; (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 § 29-301.04; (4) The date of each amendment’s adoption; and (5) If an amendment: (A) 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) Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or (C) Is being filed pursuant to § 29-301.04, a statement to that effect.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-308.07.
DC Code § 29-308.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.07. 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 all amendments into a single document. (b) If the restated articles include one or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided in § 29-308.03. (c) A corporation that restates its articles of incorporation shall deliver to the Mayor for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under § 29-308.06. (d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto. (e) The Mayor may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by subsection (c).  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-308.03.
DC Code § 29-308.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.08. 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 designated by the Superior Court shall deliver to the Mayor for filing articles of amendment setting forth: (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; and (5) A statement that the court had jurisdiction of the proceeding under federal law. (c) This section shall not apply after entry of a final decree in the reorganization proceeding even though the Superior Court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-308.03.
DC Code § 29-308.09 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VIII - Amendment of Articles of Incorporation and Bylaws|Part A - Amendment of Articles of Incorporation|§ 29-308.09. Effect of amendment

An amendment to the articles of incorporation shall 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 shall not abate a proceeding brought by or against the corporation in its former name.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)