reglab/housing_qa huggingface dataset:
DC Code § 29-304.27 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IV - Shares and Distributions|Part B - Issuance of Shares|§ 29-304.27. Restriction on transfer of shares and other securities

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction shall not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer or registration of transfer of shares shall be valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by § 29-304.26(b). Unless so noted or contained, a restriction shall not be enforceable against a person without knowledge of the restriction. (c) A restriction on the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation’s status when it is dependent on the number or identity of its shareholders; (2) To preserve exemptions under federal or state securities law; or (3) For any other reasonable purpose. (d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares; (2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares; (3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or (4) Prohibit the transfer of the restricted shares to designated persons or classes of persons if the prohibition is not manifestly unreasonable. (e) For the purposes of this section, the term “shares” shall include a security convertible into or carrying a right to subscribe for or acquire shares.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-304.26.
DC Code § 29-304.28 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IV - Shares and Distributions|Part B - Issuance of Shares|§ 29-304.28. Expense of issue

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-304.40 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IV - Shares and Distributions|Part C - Subsequent Acquisition of Shares by Shareholders and Corporation|§ 29-304.40. Shareholders’ preemptive rights

(a) The shareholders of a corporation shall not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation that “the corporation elects to have preemptive rights”, or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation shall have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors, to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them. (2) A shareholder may waive his preemptive right. A waiver evidenced in a record is irrevocable even though it is not supported by consideration. (3) There shall be no preemptive right with respect to shares: (A) Issued as compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates: (B) Issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates; (C) Authorized in articles of incorporation that are issued within 6 months after the effective date of incorporation; (D) Sold otherwise than for money. (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets shall have no preemptive rights with respect to shares of any class. (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets shall have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights. (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year shall be subject to the shareholders’ preemptive rights. (c) For the purposes of this section, the term “shares” shall include a security convertible into or carrying a right to subscribe for or acquire shares.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-304.41 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IV - Shares and Distributions|Part C - Subsequent Acquisition of Shares by Shareholders and Corporation|§ 29-304.41. Corporation’s acquisition of its own shares

(a) A corporation may acquire its own shares and shares so acquired shall constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares shall be reduced by the number of shares acquired.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-308.05.
DC Code § 29-305.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part A - Meetings|§ 29-305.01. Annual meeting

(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 29-305.04, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. However, if a corporation’s articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to § 29-305.28, directors shall not be elected by less than unanimous consent. (b) Annual shareholders’ meetings may be held in or outside of the District at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation’s principal office. (c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws shall not affect the validity of any corporate action.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-305.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part A - Meetings|§ 29-305.02. Special meeting

(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) Subject to subsection (b) of this section, if the holders of at least 10% of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held; provided, that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding 25% of all the votes entitled to be cast on any issue proposed to be considered. (b) Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting. (c) If not otherwise fixed under § 29-305.03 or [§] 29-305.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. (d) Special shareholders’ meetings may be held in or outside of the District at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings must be held at the corporation’s principal office. (e) Only business within the purpose or purposes described in the meeting notice required by § 29-305.05(c) may be conducted at a special shareholders’ meeting.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.03.
DC Code § 29-305.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part A - Meetings|§ 29-305.03. Court-ordered meeting

(a) The Superior Court may summarily order a meeting to be held on application of a shareholder: (1) Entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of 6 months after the end of the corporation’s fiscal year or 15 months after its last annual meeting; or (2) That signed a demand for a special meeting valid under § 29-305.02, if: (A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s secretary; or (B) The special meeting was not held in accordance with the notice. (b) The Superior Court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.02 and § 29-305.05.
DC Code § 29-305.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part A - Meetings|§ 29-305.05. Notice of meeting

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no less than 10, or more than, 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to § 29-305.09 for any class or series of shareholders, the notice to such class or series of shareholders shall describe the means of remote communication to be used. Unless this chapter or the articles of incorporation require otherwise, the corporation shall give notice only to shareholders entitled to vote at the meeting. (b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. (c) Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. (d) If not otherwise fixed under § 29-305.03 or [§] 29-305.07, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting shall be the day before the 1st notice is delivered to shareholders. (e) Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment; provided, that if a new record date for the adjourned meeting is or must be fixed under § 29-305.07, notice of the adjourned meeting shall be given under this section to persons that are shareholders as of the new record date.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(8), 59 DCR 13171.)  Section References This section is referenced in § 29-305.02. Effect of Amendments The 2013 amendment by D.C. Law 19-210 added the second sentence in (a). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-305.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part A - Meetings|§ 29-305.06. Waiver of notice

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in a record, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A shareholder’s attendance at a meeting waives object to: (1) Lack of notice or defective notice of the meeting, unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and (2) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(9), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “in a record” for “in writing” in (a). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-305.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part A - Meetings|§ 29-305.07. Record date

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. (b) A record date fixed under this section shall not be more than 70 days before the meeting or action requiring a determination of shareholders. (c) A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting shall be effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. (d) If a Superior Court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-305.02, § 29-305.04, and § 29-305.05.
DC Code § 29-305.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part A - Meetings|§ 29-305.08. Conduct of the meeting

(a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. (b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and may establish rules for the conduct of the meeting. (c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders. (d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes, or any revocations or changes thereto, shall be accepted.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-305.09 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part A - Meetings|§ 29-305.09. Remote participation in annual and special meetings

(a) Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b) of this section. (b) Shareholders participating in a shareholders’ meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures: (1) To verify that each person participating remotely is a shareholder; and (2) To provide such shareholders a reasonable opportunity to participate in the meeting and to vote, including the opportunity to communicate with other shareholders participating in the meeting and to read or hear the proceedings of the meeting as the meeting is taking place.  (Mar. 5, 2013, D.C. Law 19-210, § 2(c)(10), 59 DCR 13171.)  Section References This section is referenced in § 29-305.05, § 29-910, § 29-911, and § 29-912. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-305.20 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.20. Shareholders’ list for meeting

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders that are entitled to notice of a shareholders’ meeting. The list shall: (1) Be arranged by voting group and, within each voting group, by class or series; and (2) Show the address of and number of shares held by each shareholder. (b) The shareholders’ list must be available for inspection by any shareholder, beginning 2 business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or the shareholder’s agent or attorney, shall be entitled on demand in record to inspect and, subject to § 29-313.02(c), to copy the list, during regular business hours and at the shareholder’s expense, during the period it is available for inspection. (c) The corporation shall make the shareholders’ list available at the meeting and any shareholder, or the shareholder’s agent or attorney, shall be entitled to inspect the list at any time during the meeting or any adjournment. (d) If the corporation refuses to allow a shareholder, or the shareholder’s agent or attorney, to inspect the shareholders’ list before or at the meeting, or copy the list as permitted by subsection (b) of this section, the Superior Court, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. (e) Refusal or failure to prepare or make available the shareholders’ list shall not affect the validity of action taken at the meeting.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(11), 59 DCR 13171.)  Section References This section is referenced in § 29-313.02. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “demand in record” for “written demand” in (b). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-305.21 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter V - Shareholders|Part B - Voting|§ 29-305.21. Voting entitlement of shares

(a) Except as otherwise provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, shall be entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares shall be entitled to vote. (b) Absent special circumstances, the shares of a corporation shall not be entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. (c) Subsection (b) of this section shall not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. (d) Redeemable shares shall not be entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)