reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1-705 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-705. Notice of meeting

RS 1-705 - Notice of meeting A. A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless this Chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. B. Unless this Chapter or the articles of incorporation require otherwise, both of the following shall apply: (1) Notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. (2) If a notice of an annual meeting does include a description of one or more purposes, the meeting is not limited to those purposes. C. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. D. If not otherwise fixed under R.S. 12:1-703 or 1-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice to shareholders is effective. 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. If a new record date for the adjourned meeting is or must be fixed under R.S. 12:1-707, however, notice of the adjourned meeting must be given under this Section to persons who are shareholders as of the new record date. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-706 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-706. Waiver of notice

RS 1-706 - 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 must be in writing, 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 does both of the following: (1) Waives objection to 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. (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. C. A shareholder attends a meeting if the shareholder is present at the meeting in person or by proxy. If a shareholder attends a meeting by proxy, then for purposes of Subsection B of this Section, an objection by the shareholder's proxy has the same effect as an objection by the shareholder. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-707 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-707. Record date

RS 1-707 - Record date A. The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order 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 may not be more than seventy 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 is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred and twenty days after the date fixed for the original meeting. D. If a court orders a meeting adjourned to a date more than one hundred and twenty 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. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-708 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-708. Conduct of the meeting

RS 1-708 - 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 shall have the authority to 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 nor any revocations or changes thereto may be accepted. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-709 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-709. Remote participation in annual and special meetings

RS 1-709 - 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 to do all of the following:  (1) Verify that each person participating remotely is a shareholder.  (2) Provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.  C. Notwithstanding any provision of this Subpart to the contrary, unless the bylaws expressly require the meeting of shareholders to be held at a place, the board of directors may determine that any meeting of shareholders shall be held solely by means of remote communication, in accordance with the provisions of Subsection B of this Section and the guidelines and procedures as the board of directors adopts.  D. Notwithstanding the requirements of R.S. 6:647, 648, or any other provision of law to the contrary, banks, savings banks, savings and loan associations, and credit unions may permit shareholders or members of the financial institution to participate in any meeting of shareholders or members by means of remote communication, or unless the bylaws expressly require the meeting of shareholders or members to be held at a place, hold any meeting solely by means of remote communication. Any such 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. Participation by remote communication may include but is not limited to any telephonic or internet form of communication.  Acts 2016, No. 442, §1; Acts 2020, 2nd Ex. Sess., No. 3, §1, eff. Oct. 16, 2020; Acts 2020, 2nd Ex. Sess., No. 46, §1, eff. Nov. 5, 2020; Acts 2021, No. 23, §2, eff. June 1, 2021.  NOTE: AS BETWEEN THE CONFLICTING EFFECTIVE DATES OF ACTS 2020, 2ND EX. SESS., NO. 3 AND NO. 46, ACT NO. 46 IS CERTIFIED AS THE LATEST EXPRESSION.
LA Rev Stat § 12:1-720 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-720. Shareholders' list for meeting

RS 1-720 - 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 who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and 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 two 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, is entitled on written demand to inspect and, subject to the requirements of R.S. 12:1-1602(C) other than the required percentage and duration of ownership of shares, 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, is 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 district court of the parish where a corporation's principal office or, if none in this state, its registered office, is located, on application of the shareholder, may in a summary proceeding 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 does not affect the validity of action taken at the meeting. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-721 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-721. Voting entitlement of shares

RS 1-721 - Voting entitlement of shares  A. Except as provided in Subsections B and D of this Section, or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.  B. Absent special circumstances, the shares issued by a corporation are not entitled to vote if they are owned, directly or indirectly, by a subsidiary.  C. Subsection B of this Section does not limit the power of a corporation or subsidiary to vote any shares, including its own shares, held by it in a fiduciary capacity.  D. Redeemable shares are not 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.  E. For purposes of Subsections B and C of this Section, the following meanings shall apply:  (1) The term "subsidiary" means a domestic or foreign corporation, limited liability company, partnership, or other juridical person that is subject to at least majority control by the issuer of the shares, but does not include the issuer itself.  (2) "Majority control" means ownership, direct or indirect, of a majority of any of the following:  (a) The shares entitled to vote for the directors of a corporation.  (b) The membership, partnership, or other interests in an unincorporated entity that are entitled either to vote for those who hold the general managerial authority in the unincorporated entity or to exercise that authority directly.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-722 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-722. Proxies

RS 1-722 - Proxies A. A shareholder may vote the shareholder's shares in person or by proxy. B. A shareholder, or the shareholder's agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact authorized the transmission. C. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election, the secretary, or other officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form. D. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following: (1) A pledgee or other person having a security interest in the shares. (2) A person who purchased or agreed to purchase the shares. (3) A creditor of the corporation who extended it credit under terms requiring the appointment. (4) An employee of the corporation whose employment contract requires the appointment. (5) A party to a voting agreement created under Section 1-731. E. The revocation of a proxy appointment or the death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the revocation, death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. F. An appointment made irrevocable under Subsection D of this Section is revoked when the interest with which it is coupled is extinguished. G. Unless it otherwise provides, an appointment made irrevocable under Subsection D of this Section continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. H. Subject to Section 1-724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-723 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-723. Shares held by intermediaries and nominees

RS 1-723 - Shares held by intermediaries and nominees A. A corporation's board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a beneficial ownership certificate. The extent, terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges. B. The procedure shall specify all of the following information: (1) The types of intermediaries or nominees to which it applies. (2) The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed. (3) The manner in which the procedure is selected, which shall include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person or persons on whose behalf the shares are held. (4) The information that must be provided when the procedure is selected. (5) The period for which selection of the procedure is effective. (6) The requirements for notice to the corporation with respect to the arrangement. (7) The form and contents of the beneficial ownership certificate. C. The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-725 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-725. Quorum and voting requirements for voting groups

RS 1-725 - Quorum and voting requirements for voting groups  A. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless a provision in the articles of incorporation authorized by R.S. 12:1-727 provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.  B. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.  C. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless this Chapter or the articles of incorporation require a greater number of affirmative votes.  D. [Reserved.]  E. The election of directors is governed by R.S. 12:1-728.  F. Whenever a provision of this Chapter provides for voting of classes or series as separate voting groups, the rules provided in R.S. 12:1-1004(C) for amendments of articles of incorporation apply to that provision.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.
LA Rev Stat § 12:1-726 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-726. Action by single and multiple voting groups

RS 1-726 - Action by single and multiple voting groups A. If the articles of incorporation or this Chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in R.S. 12:1-725. B. If the articles of incorporation or this Chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in R.S. 12:1-725. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
LA Rev Stat § 12:1-727 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-727. Greater quorum or voting requirements

RS 1-727 - Greater quorum or voting requirements  A. The articles of incorporation may provide for a greater voting requirement for shareholders, or voting groups of shareholders, than is provided for by this Chapter. The articles of incorporation may make a quorum requirement for shareholders, or for a voting group of shareholders, greater or lesser than that provided by this Chapter, but the requirement may not be lower than shares having twenty-five percent of the votes entitled to be cast on a matter.  B. An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1; Acts 2017, No. 57, §1.
LA Rev Stat § 12:1-728 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-728. Quorum and voting for directors; cumulative voting

RS 1-728 - Quorum and voting for directors; cumulative voting  A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. If a quorum is not present at an annual meeting or at a special meeting called for the election of directors, the shareholders present at the meeting in person or by proxy may, by a majority of the votes cast on the matter, adjourn the meeting to the next day, at the place and time specified in the approved motion to adjourn. The shareholders present in person or by proxy at the meeting to which the earlier meeting is adjourned shall constitute a quorum for the purpose of electing directors, even if a quorum would not otherwise be present.  B. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.  C. A statement included in the articles of incorporation that shareholders, or a designated group of shareholders, "are entitled to cumulate their votes for directors", or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.  Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2017, No. 57, §1.
LA Rev Stat § 12:1-729 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1-729. Inspectors of election

RS 1-729 - Inspectors of election A. A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability. B. The inspectors shall do all of the following: (1) Ascertain the number of shares outstanding and the voting power of each. (2) Determine the shares represented at a meeting. (3) Determine the validity of proxies and ballots. (4) Count all votes. (5) Determine the result. C. An inspector may be an officer or employee of the corporation. Acts 2014, No. 328, §1, eff. Jan. 1, 2015.