D.C. Code § 29-406.58 — DC Code / Title 29 / Chapter 4 / § 29-406.58
§ 29-406.58. Variation of indemnification.
Status: in_force

(a) A nonprofit 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 members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification as permitted by § 29-406.51 or advance funds to pay for or reimburse expenses as permitted by § 29-406.53 . An obligatory provision satisfies the requirements for authorization referred to in §§ 29-406.53(c) and 29-406.55(c) . Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall obligate the corporation to advance funds to pay for or reimburse expenses in accordance with § 29-406.53 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 nonprofit 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 organic records, articles of incorporation, bylaws, or a resolution of the governors, board of directors, members or interest holders of a predecessor of the corporation in a fundamental transaction, or in a contract to which the predecessor is a party, existing at the time the fundamental transaction takes effect, shall be governed by:
  (1) Section 29-407.05(a)(2) in the case of a domestication;
  (2) Section 29-204.06(a)(3) in the case of a for-profit conversion;
  (3) Section 29-204.06(a)(3) in the case of a foreign for-profit domestication and conversion;
  (4) Section 29-204.06(a)(3) in the case of an entity conversion; or
  (5) Section 29-409.07(a)(4) in the case of a merger involving only nonprofit corporations, or § 29-202.06(a)(4) in the case of a merger involving another type of entity.
(c) A nonprofit corporation may, by a provision in its articles of incorporation or bylaws, 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 nonprofit corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with appearance as a witness in a proceeding at a time when the director or officer is not a party.
(e) A nonprofit corporation may indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.
D.C. Code § 29-929 — DC Code / Title 29 / Chapter 9 / § 29-929
§ 29-929. Liability of members.
Status: in_force

Members shall not be jointly or severally liable for any debts of the association. A subscriber shall not be liable for any debts of the association, except to the extent of the unpaid amount on the shares or membership certificate subscribed by the subscriber. No subscriber is released from liability by reason of any assignment of his interest in the shares or membership certificate, but shall remain jointly and severally liable with the assignee until the shares or certificates are fully paid up.
D.C. Code § 29-702.06 — DC Code / Title 29 / Chapter 7 / § 29-702.06
§ 29-702.06. Liability for inaccurate information in filed record.
Status: in_force

(a) If a record delivered to the Mayor for filing under this chapter and filed by the Mayor contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:
  (1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and
  (2) A general partner that has notice that the information was inaccurate when the record was filed or has become inaccurate because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under § 29-702.02 , file a petition pursuant to § 29-702.05 , or deliver to the Mayor for filing a statement of change pursuant to § 29-104.07 or a statement of correction pursuant to § 29-102.05 .
(b) Signing a record authorized or required to be filed under this chapter shall constitute an affirmation under the penalties of making false statements that the facts stated in the record are true.
D.C. Code § 29-1013.01 — DC Code / Title 29 / Chapter 10 / § 29-1013.01
§ 29-1013.01. Derivative action.
Status: in_force

A member may maintain a derivative action in the Superior Court to enforce a right of a limited cooperative association if:
(1) The member demands that the association bring an action to enforce the right; and
(2) Any of the following occur:
  (A) The association does not, within 90 days after the member makes the demand, agree to bring the action;
  (B) The association notifies the member that it has rejected the demand;
  (C) Irreparable harm to the association would result by waiting 90 days after the member makes the demand;
  (D) The association agrees to bring an action demanded and fails to bring the action within a reasonable time; or
  (E) A demand under paragraph (1) of this subsection would be futile.
D.C. Code § 29-1013.04 — DC Code / Title 29 / Chapter 10 / § 29-1013.04
§ 29-1013.04. Approval for discontinuance or settlement.
Status: in_force

A derivative action to enforce a right of a limited cooperative association shall not be discontinued or settled without the Superior Court’s approval.
D.C. Code § 29-1110 — DC Code / Title 29 / Chapter 11 / § 29-1110
§ 29-1110. Effect of judgment or order.
Status: in_force

A judgment or order against an unincorporated nonprofit association shall not by itself [be] a judgment or order against a member or manager.
D.C. Code § 29-312.03 — DC Code / Title 29 / Chapter 3 / § 29-312.03
§ 29-312.03. Articles of dissolution.
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Mayor for filing articles of dissolution setting forth:
  (1) The name of the corporation;
  (2) The date dissolution was authorized; and
  (3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.
(b) A corporation shall be dissolved upon the effective date of its articles of dissolution.
(c) For purposes of this part, the term “dissolved corporation” means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
D.C. Code § 29-1206.09 — DC Code / Title 29 / Chapter 12 / § 29-1206.09
§ 29-1206.09. Direct action by beneficial owner.
Status: in_force

A beneficial owner may maintain a direct action against a statutory trust to redress an injury sustained by, or to enforce a duty owed to, the beneficial owner only if the owner can plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the statutory trust.
D.C. Code § 29-1012.03 — DC Code / Title 29 / Chapter 10 / § 29-1012.03
§ 29-1012.03. Judicial dissolution.
Status: in_force

The Superior Court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable in a proceeding initiated by:
(1) The Attorney General for the District of Columbia, if the association:
  (A) Obtained its articles of organization through fraud; or
  (B) Has continued to exceed or abuse the authority conferred upon it by law; or
(2) A member, if:
  (A) The directors are deadlocked in the management of the association’s affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;
  (B) The directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
  (C) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for 2 consecutive periods during which annual members meetings were held or were to be held; or
  (D) The assets of the association are being misapplied or wasted.
D.C. Code § 29-305.07 — DC Code / Title 29 / Chapter 3 / § 29-305.07
§ 29-305.07. Record date.
Status: in_force

(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.
D.C. Code § 29-405.21 — DC Code / Title 29 / Chapter 4 / § 29-405.21
§ 29-405.21. Voting entitlement of members.
Status: in_force

Except as otherwise provided in the articles of incorporation or bylaws, each member shall be entitled to one vote on each matter voted on by the members.
D.C. Code § 29-308.07 — DC Code / Title 29 / Chapter 3 / § 29-308.07
§ 29-308.07. Restated articles of incorporation.
Status: in_force

(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).
D.C. Code § 29-1005.04 — DC Code / Title 29 / Chapter 10 / § 29-1005.04
§ 29-1005.04. Liability of members and managers.
Status: in_force

(a) A debt, obligation, or other liability of a limited cooperative association is solely the debt, obligation, or other liability of the limited cooperative association. A member or manager of the limited cooperative association is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the association solely by reason of being or acting as a member or manager of the association. This subsection applies regardless of the dissolution of the association.
(b) The failure of a limited cooperative association to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on any member or manager of the association for any debt, obligation, or other liability of the association.
D.C. Code § 29-306.40 — DC Code / Title 29 / Chapter 3 / § 29-306.40
§ 29-306.40. Officers.
Status: in_force

(a) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors’ and shareholders’ meetings and for maintaining and authenticating the records of the corporation required to be kept under § 29-313.01(a) and (e).
(d) The same individual may simultaneously hold more than one office in a corporation.
D.C. Code § 29-101.02 — DC Code / Title 29 / Chapter 1 / § 29-101.02
§ 29-101.02. Definitions.
Status: in_force

Except as otherwise provided in definitions of the same terms in other chapters of this title, for the purposes of this title, the term:
(1) “Biennial report” means the report required by § 29-102.11 .
(2) “Business corporation” means:
  (A) A domestic business corporation incorporated under or subject to Chapter 3 of this title ; or
  (B) A foreign business corporation.
(3) “Business trust” means a trust formed under the statutory law of another state which is not a foreign statutory trust and does not have a predominately donative purpose.
(4) “Commercial registered agent” means a person listed under § 29-104.05 .
(5) “Common-law business trust” means a common-law trust that does not have a predominately donative purpose.
(6) “Debtor in bankruptcy” means a person that is the subject of:
  (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
  (B) A comparable order under federal, state, or foreign law governing insolvency.
(7) “Distributional interest” means the right under an unincorporated entity’s organic law and organic rules to receive distributions from the entity.
(8) “Domestic”[,] with respect to an entity, means governed as to its internal affairs by the law of the District or created under the provisions of a special act of congress unless otherwise noted under its Congressional Charter.
(9) “Effective date”, when referring to a record filed by the Mayor, means the time and date determined in accordance with § 29-102.03 .
(10) (A) “Entity” means:
    (i) A business corporation;
    (ii) A nonprofit corporation;
    (iii) A general partnership, including a limited liability partnership;
    (iv) A limited partnership, including a limited liability limited partnership;
    (v) A limited liability company;
    (vi) A general cooperative association;
    (vii) A limited cooperative association;
    (viii) An unincorporated nonprofit association;
    (ix) A statutory trust, business trust, or common-law business trust; or
    (x) Any other person that has a legal existence separate from any interest holder of that person or that has the power to acquire an interest in real property in its own name.
  (B) The term “entity” does not include:
    (i) An individual;
    (ii) A testamentary or inter vivos trust with a predominantly donative purpose, or a charitable trust;
    (iii) An association or relationship that is not a partnership under the rules set forth in § 29-602.02(c) or a similar provision of the law of another jurisdiction;
    (iv) A decedent’s estate; or
    (v) A government or a governmental subdivision, agency, or instrumentality.
(11) “Entity filing” means a record delivered for filing to the Mayor pursuant to this title.
(12) “Filed record” means a record filed by the Mayor pursuant to this title.
(13) “Filing entity” means an entity that is formed by filing a public organic record. The term does not include a limited liability partnership.
(14) “Foreign”, with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than the District.
(15) “General cooperative association” means a domestic general cooperative association formed under or subject to Chapter 9 of this title or a foreign general cooperative association.
(16) “General partnership” means a domestic general partnership formed under or subject to Chapter 6 of this title or a foreign general partnership. The term “general partnership” includes a limited liability partnership.
(17) “Governance interest” means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
  (A) Receive or demand access to information concerning, or the books and records of, the entity;
  (B) Vote for the election of the governors of the entity; or
  (C) Receive notice of or vote on issues involving the internal affairs of the entity.
(18) “Governor” means a:
  (A) Director of a business corporation;
  (B) Director or trustee of a nonprofit corporation;
  (C) General partner of a general partnership;
  (D) General partner of a limited partnership;
  (E) Manager of a manager-managed limited liability company;
  (F) Member of a member-managed limited liability company;
  (G) Director of a general cooperative association;
  (H) Director of a limited cooperative association;
  (I) Manager of an unincorporated nonprofit association;
  (J) Trustee of a statutory trust, business trust, or common-law business trust; or
  (K) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the entity’s organic law and organic rules.
(19) “Interest” means a:
  (A) Share in a business corporation;
  (B) Membership in a nonprofit corporation;
  (C) Partnership interest in a general partnership;
  (D) Partnership interest in a limited partnership;
  (E) Membership interest in a limited liability company;
  (F) Share in a general cooperative association;
  (G) Member’s interest in a limited cooperative association;
  (H) Membership in an unincorporated nonprofit association;
  (I) Beneficial interest in a statutory trust, business trust, or common law business trust; or
  (J) Governance interest or distributional interest in any other type of unincorporated entity.
(20) “Interest holder” means:
  (A) A shareholder of a business corporation;
  (B) A member of a nonprofit corporation;
  (C) A general partner of a general partnership;
  (D) A general partner of a limited partnership;
  (E) A limited partner of a limited partnership;
  (F) A member of a limited liability company;
  (G) A shareholder of a general cooperative association;
  (H) A member of a limited cooperative association;
  (I) A member of an unincorporated nonprofit association;
  (J) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or
  (K) Any other direct holder of an interest.
(21) “Jurisdiction”, used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(22) “Jurisdiction of formation” means the jurisdiction whose law includes the organic law of an entity.
(23) “Limited cooperative association” means a domestic limited cooperative association formed under or subject to Chapter 10 of this title or a foreign limited cooperative association.
(24) “Limited liability company” means a domestic limited liability company formed under or subject to Chapter 8 of this title or a foreign limited liability company.
(25) “Limited liability limited partnership” means a domestic limited liability limited partnership formed under or subject to Chapter 7 of this title or a foreign limited liability limited partnership.
(26) “Limited liability partnership” means a domestic limited liability partnership that has a statement of qualification in effect under Chapter 6 of this title or a foreign limited liability partnership.
(27) “Limited partnership” means a domestic limited partnership formed under or subject to Chapter 7 of this title or a foreign limited partnership. The term includes a limited liability limited partnership.
(28) “Noncommercial registered agent” means a person that is not a commercial registered agent and is:
  (A) An individual or domestic or foreign entity that serves in the District as the registered agent of an entity;
  (B) An individual who holds the office or other position in an entity who is designated as the registered agent pursuant to § 29-104.04(a)(2)(B) ; or
  (C) A member in good standing of the District of Columbia Bar who maintains an office in the District of Columbia.
(29) “Nonfiling entity” means an entity that is formed other than by filing a public organic record.
(30) “Nonprofit corporation” means a domestic nonprofit corporation incorporated under or subject to Chapter 4 of this title or a foreign nonprofit corporation.
(31) “Nonregistered foreign entity” means a foreign entity that is not registered to do business in the District pursuant to a statement of registration filed by the Mayor.
(32) “Organic law” means the law of an entity’s jurisdiction of formation which governs the internal affairs of the entity.
(33) “Organic rules” means the public organic record and private organic rules of an entity.
(34) “Person” means an individual, estate, business or nonprofit entity, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal entity.
(35) “Principal office” means the principal executive office of an entity, whether or not the office is located in the District.
(36) “Private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic record, if any. The term “private organic rules” shall include:
  (A) Bylaws of a business corporation;
  (B) Bylaws of a nonprofit corporation;
  (C) Partnership agreement of a general partnership;
  (D) Partnership agreement of a limited partnership;
  (E) Operating agreement of a limited liability company;
  (F) Bylaws of a general cooperative association;
  (G) Bylaws of a limited cooperative association;
  (H) Governing principles of an unincorporated nonprofit association; and
  (I) Trust instrument of a statutory trust or similar rules of a business trust, or common-law business trust.
(37) “Proceeding” includes a civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action.
(38) “Professional limited liability company” means a limited liability company organized under Chapter 8 of this title solely for the purpose of rendering professional services through its members, managers, employees, or agents.
(39) “Property” means all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein.
(40) “Public organic record” means a record the filing of which by the Mayor is required to form an entity and any amendment to or restatement of that record. The term “public organic record” shall include the:
  (A) Articles of incorporation of a business corporation;
  (B) Articles of incorporation of a nonprofit corporation;
  (C) Certificate of limited partnership of a limited partnership;
  (D) Certificate of organization of a limited liability company;
  (E) Articles of incorporation of a general cooperative association;
  (F) Articles of organization of a limited cooperative association; and
  (G) Certificate of trust of a statutory trust or a similar record of a business trust or common-law business trust.
(41) “Receipt” or “receive”, as used in this chapter, means actual receipt.
(42) “Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(43) “Registered agent” means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term “registered agent” includes a commercial registered agent and a noncommercial registered agent.
(44) “Registered foreign entity” means a foreign entity that is registered to do business in the District pursuant to a statement of registration filed by the Mayor.
(45) “Sign” means, with present intent to authenticate or adopt a record to:
  (A) Execute or adopt a tangible symbol; or
  (B) Attach to or logically associate with the record an electronic symbol, sound, or process.
(46) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(47) “Statutory trust” means a domestic statutory trust formed under or subject to Chapter 12 of this title or a trust formed under a statute of a jurisdiction other than the District which would be a statutory trust if formed under the law of the District.
(48) “Superior Court” means the Superior Court of the District of Columbia.
(49) “Transfer” includes an assignment, conveyance, sale, lease, or encumbrance, including a mortgage or security interest, a gift, or a transfer by operation of law.
(50) “Type of entity” means a generic form of entity:
  (A) Recognized at common law; or
  (B) Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
(51) “Unincorporated nonprofit association” means a domestic unincorporated nonprofit association formed under or subject to Chapter 11 of this title or a nonprofit association formed under the law of a jurisdiction other than the District which would be an unincorporated nonprofit association if formed under the law of the District.
(52) “Written” means inscribed on a tangible medium. “Writing” has a corresponding meaning.
D.C. Code § 29-704.01 — DC Code / Title 29 / Chapter 7 / § 29-704.01
§ 29-704.01. Becoming general partner.
Status: in_force

(a) A person becomes a general partner:
  (1) Upon formation of a limited partnership, as agreed among the persons that are to be the initial partners; and
  (2) After formation:
    (A) As provided in the partnership agreement;
    (B) Under § 29-708.01(3)(B) following the dissociation of a limited partnership’s last general partner;
    (C) As the result of a merger under subchapter X of this chapter or a transaction under Chapter 2 of this title ; or
    (D) With the consent of all the partners.
  (3) As the result of a merger under subchapter X of this chapter or a transaction under Chapter 2 of this title ; or
  (4) With the consent of all the partners.
(b) A person may become a general partner without:
  (1) Acquiring a transferable interest; or
  (2) Making or being obligated to make a contribution to the partnership.
D.C. Code § 29-512 — DC Code / Title 29 / Chapter 5 / § 29-512
§ 29-512. Merger or consolidation restricted.
Status: in_force

(a) A professional corporation may merge or consolidate only with another domestic professional corporation or a domestic limited liability company and only if both entities are organized to render the same professional services, which, although not the same, could otherwise be rendered by a single professional corporation or limited liability company.
(b) A member of a domestic limited liability company that is a party to a merger or consolidation shall not, as a result of the merger or consolidation, be personally liable for the liabilities or obligations of any other person or entity unless that member approves the agreement of merger or consolidation or otherwise consents to becoming personally liable.
D.C. Code § 29-601.07 — DC Code / Title 29 / Chapter 6 / § 29-601.07
§ 29-601.07. Applicability of act to foreign and interstate commerce.
Status: in_force

(a) A partnership or limited liability partnership organized and existing under this chapter may conduct its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
(b) It is the intent of the Council of the District of Columbia that the legal existence of limited liability partnerships organized in the District be recognized outside the boundaries of the District and that, subject to any reasonable requirement of registration, a District limited liability partnership doing business outside the District be granted full faith and credit.
(c) The liability of partners in a limited liability partnership organized and existing under this chapter for the debts and obligations of the limited liability partnership, or for the acts or omission of other partners, employees, or representatives of the limited liability partnership, shall at all be times determined solely and exclusively by this chapter and any rules promulgated hereunder.
D.C. Code § 29-309.01 — DC Code / Title 29 / Chapter 3 / § 29-309.01
§ 29-309.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “Acquired corporation” means the domestic or foreign corporation whose shares are acquired in a share exchange.
(2) “Acquiring corporation” means the domestic or foreign corporation that acquires shares in a share exchange.
(3) “Merger” means a business combination pursuant to § 29-309.02 .
(4) “Party to a merger” or “party to a share exchange” means any domestic or foreign corporation that will:
  (A) Merge under a plan of merger;
  (B) Acquire shares of another corporation or an eligible entity in a share exchange; or
  (C) Have all of its shares or all of one or more classes or series of its shares acquired in a share exchange.
(5) “Share exchange” means a business combination pursuant to § 29-309.03 .
(6) “Survivor” in a merger means the corporation into which one or more other corporations are merged. A survivor of a merger may preexist the merger or be created by the merger.
D.C. Code § 29-311.01 — DC Code / Title 29 / Chapter 3 / § 29-311.01
§ 29-311.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For the purposes of § 29-311.02(b)(4) , a person shall be deemed to be an affiliate of its senior executives.
(2) “Beneficial shareholder” means a person that is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner’s behalf.
(3) “Corporation” means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in §§ 29-311.12 to 29-311.31 , includes the surviving entity in a merger.
(4) “Fair value” means the value of the corporation’s shares determined:
  (A) Immediately before the effectuation of the corporate action to which the shareholder objects;
  (B) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and
  (C) Without discounting for lack of marketability or minority status, except, if appropriate, for amendments to the articles pursuant to § 29-311.02(a)(5) .
(5) “Interest” means interest from the effective date of the corporate action until the date of payment at the rate of interest on judgments in the District on the effective date of the corporate action.
(6) “Interested transaction” means a corporate action described in § 29-311.02(a) , other than a merger pursuant to § 29-309.05 , involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. For the purposes of this definition, the term:
  (A) “Interested person” means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action:
    (i) Was the beneficial owner of 20% or more of the voting power of the corporation, other than as owner of excluded shares;
    (ii) Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of 25% or more of the directors to the board of directors of the corporation; or
    (iii) Was a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:
      (I) Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;
      (II) Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in § 29-306.72 ; or
      (III) In the case of a director of the corporation, who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.
  (B) “Beneficial owner” means any person that, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; provided, that a member of a national securities exchange shall not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When 2 or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group.
  (C) “Excluded shares” means shares acquired pursuant to an offer for all shares having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action.
(7) “Preferred shares” means a class or series of shares whose holders have preference over any other class or series with respect to distributions.
(8) “Record shareholder” means the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.
(9) “Senior executive” means the chief executive officer, chief operating officer, chief financial officer, and anyone in charge of a principal business unit or function.
(10) “Shareholder” means a record shareholder or a beneficial shareholder.
D.C. Code § 29-202.06 — DC Code / Title 29 / Chapter 2 / § 29-202.06
§ 29-202.06. Effect of merger.
Status: in_force

(a) When a merger under this chapter becomes effective:
  (1) The surviving entity shall continue or come into existence;
  (2) Each merging entity that is not the surviving entity shall cease to exist;
  (3) All property of each merging entity shall vest in the surviving entity without transfer, reversion, or impairment;
  (4) All debts, obligations, and other liabilities of each merging entity shall be the debts, obligations, and other liabilities of the surviving entity;
  (5) Except as otherwise provided in law other than this chapter or the plan of merger, all of the rights, privileges, immunities, powers, and purposes of each merging entity shall vest in the surviving entity;
  (6) If the surviving entity exists before the merger:
    (A) All of its property shall continue to be vested in it without transfer, reversion or impairment;
    (B) It shall remain subject to all of its debts, obligations, and other liabilities; and
    (C) All of its rights, privileges, immunities, powers, and purposes shall continue to be vested in it;
  (7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;
  (8) If the surviving entity exists before the merger:
    (A) Its public organic record, if any, shall be amended as provided in the statement of merger and is effective; and
    (B) Its private organic rules that are to be in a record, if any, shall be amended to the extent provided in the plan of merger and are binding on and enforceable by:
      (i) Its interest holders; and
      (ii) In the case of a surviving entity that is not a business corporation or a nonprofit corporation, any other person that is a party to an agreement that is part of the surviving entity’s private organic rules;
  (9) If the surviving entity is created by the merger:
    (A) Its public record document, if any, shall be effective and shall be binding on its interest holders; and
    (B) Its private organic rules shall be effective and shall be binding on and enforceable by:
      (i) Its interest holders; and
      (ii) In the case of a surviving entity that is not a business corporation or a nonprofit corporation, any other person that was a party to an agreement that was part of the organic rules of a merging entity if that person has agreed to be a party to an agreement that is part of the surviving entity’s private organic rules; and
  (10) The interests in each merging entity that are to be converted in the merger shall be converted, and the interest holders of those interests shall be entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 29-201.09 and the merging entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules of a merging entity, a merger under this chapter does not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the merging entity.
(c) When a merger under this chapter becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and that becomes subject to interest holder liability with respect to a domestic entity as a result of a merger has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability shall be as follows:
  (1) The merger shall not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective;
  (2) The person shall have [sic] not have interest holder liability under the organic law of the domestic merging entity for any liability that arises after the merger becomes effective;
  (3) The organic law of the domestic merging entity shall continue to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) of this subsection as if the merger had not occurred and the surviving entity were the domestic merging entity; and
  (4) The person shall have whatever rights of contribution from any other person as are provided by law other than this title or the organic rules of the domestic merging entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the merger had not occurred.
(e) When a merger under this chapter becomes effective, a foreign entity that is the surviving entity may be served with process in the District for the collection and enforcement of any liabilities of a domestic merging entity in the manner provided in § 29-104.12 .
(f) When a merger under this chapter becomes effective, the registration to do business in the District of any foreign merging entity that is not the surviving entity is canceled.
D.C. Code § 29-1008.04 — DC Code / Title 29 / Chapter 10 / § 29-1008.04
§ 29-1008.04. Election of directors and composition of board.
Status: in_force

(a) Unless the organic rules require a greater number:
  (1) The number of directors that shall be patron members may not be fewer than:
    (A) One, if there are 2 or 3 directors;
    (B) Two, if there are 4 or 5 directors;
    (C) Three if there are 6 through 8 directors; or
    (D) One-third of the directors if there are at least 9 directors; and
  (2) A majority of the board of directors shall be elected exclusively by patron members.
(b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members shall be elected by the investor members.
(c) Subject to subsection (a) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.
(d) Subject to subsection (a) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.
(e) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.
(f) Unless the organic rules otherwise provide, cumulative voting for directors shall be prohibited.
(g) Except as otherwise provided in the organic rules, subsection (e) of this section, or §§ 29-1003.03 , 29-1005.16 , 29-1005.17 , and 29-1008.09 , member directors shall be elected at an annual members meeting.
D.C. Code § 29-201.03 — DC Code / Title 29 / Chapter 2 / § 29-201.03
§ 29-201.03. Relationship of chapter to other laws.
Status: in_force

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) This chapter shall not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.
(c) A transaction effected under this chapter shall not create or impair any right or obligation on the part of a person under a provision of the law of the District other than this chapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating corporation unless:
  (1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision; or
  (2) If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right or obligation directly under the provision.
D.C. Code § 29-611.01 — DC Code / Title 29 / Chapter 6 / § 29-611.01
§ 29-611.01. Application to existing relations.
Status: in_force

(a) This chapter shall apply to a partnership formed after the applicability date of this chapter and to a partnership that elects, as provided by subsection (c) of this section, to be governed by this chapter.
(b) On and after one year after the applicability date of this chapter, this chapter shall govern all partnerships, whenever formed.
(c) After the applicability date of this chapter, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership’s partners to third parties shall apply to limit those partners’ liability to a third party that had done business with the partnership within one year before the partnership’s election to be governed by this chapter only if the third party knows or has received a notification of the partnership’s election to be governed by this chapter.
D.C. Code § 29-601.05 — DC Code / Title 29 / Chapter 6 / § 29-601.05
§ 29-601.05. Execution, filing, and recording of statements.
Status: in_force

(a) A statement delivered to the Mayor for filing by a partnership shall be executed by at least 2 partners. Other statements shall be executed by a partner or other person authorized by this chapter.
(b) A person that delivers a statement to the Mayor for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person shall not limit the effectiveness of the statement as to a person not a partner.
(c) A statement delivered to the Mayor for filing by a partnership shall be executed by at least 2 partners. Other statements shall be executed by a partner or other person authorized by this chapter An individual who executes a statement shall personally declare under penalty of making false statements that the contents of the statement are accurate.
(d) A person authorized by this chapter to deliver a statement to the Mayor for filing may amend or cancel the statement by delivering filing an amendment or cancellation to the Mayor for filing that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person that delivers a statement to the Mayor for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person shall not limit the effectiveness of the statement as to a person not a partner.
D.C. Code § 29-304.04 — DC Code / Title 29 / Chapter 3 / § 29-304.04
§ 29-304.04. Fractional shares.
Status: in_force

(a) A corporation may:
  (1) Issue fractions of a share or pay, in money, the value of fractions of a share;
  (2) Arrange for disposition of fractional shares by the shareholders; or
  (3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip shall be conspicuously labeled “scrip” and shall contain the information required by § 29-304.25(b) .
(c) The holder of a fractional share shall be entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip shall not be entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including that the:
  (1) Scrip will become void if not exchanged for full shares before a specified date; and
  (2) Shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
D.C. Code § 29-1008.21 — DC Code / Title 29 / Chapter 10 / § 29-1008.21
§ 29-1008.21. Right of director or committee member to information.
Status: in_force

A director or a member of a committee appointed under § 29-1008.17 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director’s duties as director or the committee member’s duties as a member of the committee. Information obtained in accordance with this section shall not be used in any manner that would violate any duty of or to the association.
D.C. Code § 29-308.06 — DC Code / Title 29 / Chapter 3 / § 29-308.06
§ 29-308.06. Articles of amendment.
Status: in_force

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.
D.C. Code § 29-409.06 — DC Code / Title 29 / Chapter 4 / § 29-409.06
§ 29-409.06. Articles of merger or membership exchange.
Status: in_force

(a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be signed on behalf of each party to the merger or membership exchange by any officer or other duly authorized representative. The articles shall set forth:
  (1) The names of the parties to the merger or membership exchange;
  (2) If the articles of incorporation of the survivor of a merger or an exchanging nonprofit corporation are amended, or if a new corporation is created as a result of a merger, the amendments to the articles of incorporation of the survivor or exchanging corporation or the articles of incorporation of the new corporation;
  (3) If the plan of merger or membership exchange required approval by the members of a domestic nonprofit corporation that was a party to the merger or membership exchange, a statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation or bylaws;
  (4) If the plan of merger or membership exchange did not require approval by the members of a domestic nonprofit corporation that was a party to the merger or membership exchange, a statement to that effect; and
  (5) As to each foreign nonprofit corporation or eligible entity that was a party to the merger or membership exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.
(b) Terms of articles of merger or membership exchange may be made dependent on facts objectively ascertainable outside the articles in accordance with § 29-401.04 .
(c) Articles of merger or membership exchange shall be delivered to the Mayor for filing by the survivor of the merger or the acquiring corporation or eligible entity in a membership exchange and take effect at the effective time provided in § 29-102.03 . Articles of merger or membership exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
D.C. Code § 29-1008.01 — DC Code / Title 29 / Chapter 10 / § 29-1008.01
§ 29-1008.01. Board of directors.
Status: in_force

(a) A limited cooperative association shall have a board of directors of at least 3 individuals, unless the association has fewer than 3 members. If the association has fewer than 3 members, the number of directors shall not be fewer than the number of members.
(b) The affairs of a limited cooperative association shall be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the organic rules or this chapter.
(c) An individual shall not be an agent for a limited cooperative association solely by being a director.
D.C. Code § 29-510 — DC Code / Title 29 / Chapter 5 / § 29-510
§ 29-510. Professional relationship; liabilities.
Status: in_force

(a) This chapter shall not alter or affect the professional relationship between an individual furnishing professional services and an individual receiving such service, either with respect to liability arising out of such professional service or the confidential relationship, if any, between the individual rendering, and the individual receiving, the professional service. An individual shall be personally liable and accountable only for any negligent or wrongful acts or misconduct committed by the individual, or by any individual under the individual’s supervision and control in the rendering of professional service, on behalf of a corporation organized under this chapter. An individual shall not be personally liable merely because the individual is a director, officer, or manager of the professional corporation.
(b) A professional corporation shall be liable up to the full value of its assets for any negligent or wrongful acts or misconduct committed by any of its officers, shareholders, directors, agents, or employees in their rendering of professional services on behalf of the corporation. Except as otherwise provided in this section, the liabilities of a professional corporation and its shareholders shall be governed by Chapter 3 of this title .
D.C. Code § 29-710.01 — DC Code / Title 29 / Chapter 7 / § 29-710.01
§ 29-710.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “Constituent limited partnership” means a domestic or foreign limited partnership that is a party to a merger.
(2) “Governing statute” of a domestic or foreign limited partnership means the statute that governs the partnership’s internal affairs.
(3) “Personal liability” means personal liability for a debt, liability, or other obligation of a limited partnership which is imposed on a person that co-owns, has an interest in, or is a member of the limited partnership by the limited partnership’s:
  (A) Governing statute solely by reason of the person co-owning, having an interest in, or being a member of the limited partnership; or
  (B) Certificate of limited partnership and partnership agreement under a provision of the limited partnership’s governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the limited partnership solely by reason of the person or persons co-owning, having an interest in, or being a member of the limited partnership.
(4) “Surviving limited partnership” means a domestic or foreign limited partnership into which one or more other domestic or foreign limited partnerships are merged. A surviving limited partnership may preexist the merger or be created by the merger.
D.C. Code § 29-937 — DC Code / Title 29 / Chapter 9 / § 29-937
§ 29-937. Compliance with chapter; not in restraint of trade.
Status: in_force

The fact that economic activity of a limited cooperative association, a subsidiary, or a related entity, is organized under this chapter shall not in itself cause the activity to be considered a conspiracy, a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily.
D.C. Code § 29-803.02 — DC Code / Title 29 / Chapter 8 / § 29-803.02
§ 29-803.02. Statement of authority.
Status: in_force

(a) A limited liability company may deliver to the Mayor for filing a statement of authority. The statement:
  (1) Shall include the name of the company and the street and mailing addresses of its principal office;
  (2) With respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to:
    (A) Execute an instrument transferring real property held in the name of the company; or
    (B) Enter into other transactions on behalf of, or otherwise act for or bind, the company; and
  (3) May state the authority, or limitations on the authority, of a specific person to:
    (A) Execute an instrument transferring real property held in the name of the company; or
    (B) Enter into other transactions on behalf of, or otherwise act for or bind, the company.
(b) To amend or cancel a statement of authority filed by the Mayor under § 29-802.05(a) , a limited liability company shall deliver to the Mayor for filing an amendment or cancellation stating:
  (1) The name of the company;
  (2) The street and mailing addresses of the company’s principal office;
  (3) The caption of the statement being amended or canceled and the date the statement being affected became effective; and
  (4) The contents of the amendment or a declaration that the statement being affected is canceled.
(c) A statement of authority shall affect only the power of a person to bind a limited liability company to persons that are not members.
(d) Subject to subsection (c) of this section and § 29-801.03(d) and except as otherwise provided in subsections (f), (g), and (h) of this section, a limitation on the authority of a person or a position contained in an effective statement of authority shall not by itself [be] evidence of knowledge or notice of the limitation by any person.
(e) Subject to subsection (c), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority shall be conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value:
  (1) The person has knowledge to the contrary;
  (2) The statement has been canceled or restrictively amended under subsection (b) of this section; or
  (3) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.
(f) Subject to subsection (c) of this section, an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company and that is recorded by certified copy in the office for recording transfers of the real property shall be conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:
  (1) The statement has been canceled or restrictively amended under subsection (b) of this section and a certified copy of the cancellation or restrictive amendment has been recorded in the office for recording transfers of the real property; or
  (2) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective and a certified copy of the later-effective statement is recorded in the office for recording transfers of the real property.
(g) Subject to subsection (c) of this section, if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons shall be deemed to know of the limitation.
(h) Subject to subsection (i) of this section, an effective statement of dissolution or termination shall be a cancellation of any filed statement of authority for the purposes of subsection (f) of this section and shall be a limitation on authority for the purposes of subsection (g) of this section.
(i) After a statement of dissolution becomes effective, a limited liability company may deliver to the Mayor for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. The statement shall operate as provided in subsections (f) and (g) of this section.
(j) Unless earlier canceled, an effective statement of authority shall be canceled by operation of law 5 years after the date on which the statement, or its most recent amendment, becomes effective. This cancellation shall operate without need for any recording under subsection (f) or (g) of this section.
(k) An effective statement of denial shall operate as a restrictive amendment under this section and may be recorded by certified copy for the purposes of subsection (f)(1) of this section.
D.C. Code § 29-912 — DC Code / Title 29 / Chapter 9 / § 29-912
§ 29-912. Meetings; regular and special — Units of membership.
Status: in_force

The articles or bylaws may provide for the holding of meetings by units of the membership and may provide for a method of transmitting the votes there cast to the central meeting, or for a method of representation by the election of delegates to the central meeting, or for a combination of both of these methods. If authorized by the articles or the bylaws, members may participate in such meetings remotely in accordance with § 29-305.09 .
D.C. Code § 29-302.01 — DC Code / Title 29 / Chapter 3 / § 29-302.01
§ 29-302.01. Incorporators.
Status: in_force

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Mayor for filing.
D.C. Code § 29-807.07 — DC Code / Title 29 / Chapter 8 / § 29-807.07
§ 29-807.07. Court proceedings.
Status: in_force

(a) A dissolved limited liability company that has published a notice under § 29-807.04 may file an application with the Superior Court, or, if the principal office is not located in the District, in an appropriate court where the company’s principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved company, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 29-807.04(c) .
(b) Not later than 10 days after the filing of an application under subsection (a) of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.
(c) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.
(d) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) of this subsection satisfies the company’s obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution. Such claims may not be enforced against a member or transferee that received assets in liquidation.
D.C. Code § 29-608.11 — DC Code / Title 29 / Chapter 6 / § 29-608.11
§ 29-608.11. Liability of partner and person dissociated as partner when claim against limited liability partnership is barred.
Status: in_force

If a claim against a dissolved limited liability partnership is barred under § 29-608.08(c) , 29-608.09(c), or 29-608.10, any corresponding claim under § 29-603.06 , 29-607.03, or 29-608.06 is also barred.
D.C. Code § 29-404.21 — DC Code / Title 29 / Chapter 4 / § 29-404.21
§ 29-404.21. Termination and suspension.
Status: in_force

(a) A membership in a membership corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws.
(b) A proceeding challenging a termination or suspension for any reason shall be commenced within one year after the effective date of the termination or suspension.
(c) The termination or suspension of a member shall not relieve the member from any obligations incurred or commitments made prior to the termination or suspension.
D.C. Code § 29-809.07 — DC Code / Title 29 / Chapter 8 / § 29-809.07
§ 29-809.07. Action on plan of domestication by domesticating limited liability company.
Status: in_force

(a) A plan of domestication shall be consented to:
  (1) By all the members if the domesticating company is a limited liability company; and
  (2) As provided in the domesticating company’s governing statute, if the company is a foreign limited liability company.
(b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Mayor for filing under § 29-809.08 , a domesticating limited liability company may amend the plan or abandon the domestication:
  (1) As provided in the plan; or
  (2) Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
D.C. Code § 29-306.50 — DC Code / Title 29 / Chapter 3 / § 29-306.50
§ 29-306.50. Definitions.
Status: in_force

For the purposes of this part, the term:
(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger.
(2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer shall be considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. The term “director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
(4) (A) “Official capacity” means:
    (i) When used with respect to a director, the office of director in a corporation; and
    (ii) When used with respect to an officer, as contemplated in § 29-306.56 , the office in a corporation held by the officer.
  (B) The term “official capacity” shall not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
(5) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(6) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
D.C. Code § 29-306.41 — DC Code / Title 29 / Chapter 3 / § 29-306.41
§ 29-306.41. Functions of officers.
Status: in_force

Each officer has the authority to, and shall, perform:
(1) The functions set forth in the bylaws; or
(2) To the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
D.C. Code § 29-310.01 — DC Code / Title 29 / Chapter 3 / § 29-310.01
§ 29-310.01. Disposition of assets not requiring shareholder approval.
Status: in_force

The approval of the shareholders of a corporation shall not be required, unless the articles of incorporation otherwise provide, to:
(1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business;
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation’s assets, whether or not in the usual and regular course of business;
(3) Transfer any or all of the corporation’s assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or
(4) Distribute assets pro rata to the holders of one or more classes or series of the corporation’s shares.
D.C. Code § 29-301.22 — DC Code / Title 29 / Chapter 3 / § 29-301.22
§ 29-301.22. Householding.
Status: in_force

(a) A corporation shall have delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if:
  (1) The corporation delivers one copy of the notice, report, or statement to the common address;
  (2) The corporation addresses the notice, report, or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and
  (3) Each of those shareholders consents to delivery of a single copy of the notice, report, or statement to the shareholders’ common address.
(b) Any consent under subsection (a)(3) of this section shall be revocable by any of such shareholders that delivers written notice of revocation to the corporation. If the written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.
(c) Any shareholder that fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to send single copies of notices, reports, or statements to shareholders that share a common address as permitted by subsection (a) of this section, shall be deemed to have consented to receiving such single copy at the common address.
D.C. Code § 29-401.05 — DC Code / Title 29 / Chapter 4 / § 29-401.05
§ 29-401.05. Restrictions and required approvals.
Status: in_force

(a) If a domestic or foreign nonprofit corporation or eligible entity may not be a party to a merger or sale of its assets without the approval of the Attorney General for the District of Columbia, the Mayor (or as may be formerly referred to as the Commissioner of the District of Columbia), the Department of Insurance, Securities, and Banking or the Public Service Commission, the corporation or eligible entity shall not be a party to a transaction under Chapter 2 of this title without the prior approval of that officer or agency.
(b) Property held in trust by an entity or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by any transaction under Chapter 2 of this title unless the entity obtains an appropriate order of the Superior Court specifying the disposition of the property to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(c) Unless an entity that is a party to a transaction under Chapter 2 of this title obtains an appropriate order of Superior Court under the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets, the transaction shall not affect:
  (1) Any restriction imposed upon the entity by its organic records that may not be amended by its board of directors, governors, members, or interest holders or by a designated body;
  (2) Any restriction imposed upon property held by the entity by virtue of any trust under which it holds that property; or
  (3) The existing rights of persons other than members, shareholders, or interest holders of the entity.
(d) A person that is a member, interest holder, or otherwise affiliated with a charitable corporation or an unincorporated entity with a charitable purpose shall not receive a direct or indirect financial benefit in connection with a transaction under Chapter 2 of this title to which the charitable corporation or unincorporated entity is a party unless the person is itself a charitable corporation or unincorporated entity with a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
(e) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made before or after a transaction under Chapter 2 of this title to or for the entity that is the subject of the transaction, shall inure to the entity as it continues in existence after the transaction, subject to the express terms of the will or other instrument.
D.C. Code § 29-604.06 — DC Code / Title 29 / Chapter 6 / § 29-604.06
§ 29-604.06. Partner’s rights and duties with respect to information.
Status: in_force

(a) A partnership shall keep its books and records, if any, at its principal office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
  (1) Without demand, any information concerning the partnership’s business [activities] and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter; and
  (2) On demand, any other information concerning the partnership’s business [activities] and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
D.C. Code § 29-810.01 — DC Code / Title 29 / Chapter 8 / § 29-810.01
§ 29-810.01. Application to existing relationships.
Status: in_force

(a) This chapter shall apply to a limited liability company formed after the applicability date of this chapter and to a limited liability company that elects, as provided by subsection (c) of this section, to be governed by this chapter.
(b) Subject to subsection (d) of this section, on and after one year after the applicability date of this chapter, this chapter shall govern all limited liability companies, whenever formed.
(c) Subject to subsection (d) of this section, after the applicability date of this chapter, a limited liability company voluntarily may elect, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
(d) For the purposes [of] applying this chapter to a limited liability company formed before the applicability date of this chapter:
  (1) The company’s articles of organization shall be deemed to be the company’s certificate of organization; and
  (2) For the purposes of applying § 29-801.02(10) and subject to § 29-801.09(d) , language in the company’s articles of organization designating the company’s management structure operates as if that language were in the operating agreement.
D.C. Code § 29-701.04 — DC Code / Title 29 / Chapter 7 / § 29-701.04
§ 29-701.04. Nature, purpose, and duration of entity.
Status: in_force

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may be formed under this chapter for any lawful purpose, regardless of whether for profit.
(c) A limited partnership shall have a perpetual duration.
D.C. Code § 29-605.04 — DC Code / Title 29 / Chapter 6 / § 29-605.04
§ 29-605.04. Partner’s transferable interest subject to charging order.
Status: in_force

(a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(b) A charging order shall constitute a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale shall have the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed:
  (1) By the judgment debtor;
  (2) With property other than partnership property, by one or more of the other partners; or
  (3) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d) This chapter shall not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership.
D.C. Code § 29-1205.06 — DC Code / Title 29 / Chapter 12 / § 29-1205.06
§ 29-1205.06. Reasonable reliance.
Status: in_force

A trustee, officer, employee, manager, or committee of a statutory trust, or other person designated pursuant to § 29-1201.03(e)(8) or (9) is not liable to the trust or to a beneficial owner for breach of any duty, including a fiduciary duty, to the extent the breach results from reasonable reliance on:
(1) A term of the governing instrument;
(2) A record of the statutory trust; or
(3) An opinion, report, or statement of another person that the trustee reasonably believes is within the other person’s professional or expert competence and is made or delivered to the trustee, officer, employee, manager, or committee of a statutory trust or other person designated pursuant to § 29-1201.03(e)(8) or (9).
D.C. Code § 29-402.02 — DC Code / Title 29 / Chapter 4 / § 29-402.02
§ 29-402.02. Articles of incorporation.
Status: in_force

(a) The articles of incorporation shall set forth:
  (1) A name for the nonprofit corporation that satisfies the requirements of § 29-103.01 ;
  (2) The information required by § 29-104.04 ;
  (3) That the corporation is incorporated as a nonprofit corporation under this chapter;
  (4) The name and street address of each incorporator; and
  (5) Whether the corporation will have members.
(b) The articles of incorporation may set forth:
  (1) The names of the individuals who are to serve as the initial directors;
  (2) Provisions creating one or more designated bodies;
  (3) The names of the initial members of a designated body;
  (4) The names of the initial members, if any;
  (5) Provisions not inconsistent with law regarding:
    (A) The purpose or purposes for which the nonprofit corporation is organized;
    (B) Managing the business and regulating the affairs of the corporation;
    (C) Defining, limiting, and regulating the powers of the corporation, its board of directors, any designated body, and the members, if any;
    (D) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; or
    (E) The distribution of assets on dissolution;
  (6) Any provision that this chapter requires or permits to be set forth in the articles or bylaws;
  (7) A provision permitting or making obligatory indemnification of a director for liability, as defined in § 29-406.50 , to any person for any action taken, or any failure to take any action, as a director, except liability for:
    (A) Receipt of a financial benefit to which the director is not entitled;
    (B) An intentional infliction of harm;
    (C) A violation of § 29-406.33 ; or
    (D) An intentional violation of criminal law; and
  (8) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law.
(c) The liability of a director of a nonprofit corporation that is not a charitable corporation may be eliminated or limited by a provision of the articles of incorporation that a director is not liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:
  (1) The amount of a financial benefit received by the director to which the director is not entitled;
  (2) An intentional infliction of harm;
  (3) A violation of § 29-406.33 ; or
  (4) An intentional violation of criminal law.
(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(e) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-401.04 .
D.C. Code § 29-312.08 — DC Code / Title 29 / Chapter 3 / § 29-312.08
§ 29-312.08. Court proceedings.
Status: in_force

(a) A dissolved corporation that has published a notice under § 29-312.07 may file an application with the Superior Court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under § 29-312.07(c) .
(b) Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c) The Superior Court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(d) Provision by the dissolved corporation for security in the amount and the form ordered by the Superior Court under § 29-312.08(a) satisfies the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution. Such claims shall not be enforced against a shareholder that received assets in liquidation.
D.C. Code § 29-1105 — DC Code / Title 29 / Chapter 11 / § 29-1105
§ 29-1105. Legal entity; duration; powers.
Status: in_force

(a) An unincorporated nonprofit association shall be a legal entity distinct from its members and managers.
(b) An unincorporated nonprofit association shall have perpetual duration unless the governing principles specify otherwise.
(c) An unincorporated nonprofit association shall have the same powers as an individual to do all things necessary or convenient to carry on its purposes.
(d) An unincorporated nonprofit association may engage in profit-making activities, but profits from any activities shall be used or set aside for the association’s nonprofit purposes.
D.C. Code § 29-704.08 — DC Code / Title 29 / Chapter 7 / § 29-704.08
§ 29-704.08. General standards of general partner’s conduct.
Status: in_force

(a) The only fiduciary duties that a general partner shall have to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c) of this section.
(b) A general partner’s duty of loyalty to the limited partnership and the other partners shall be limited to the following:
  (1) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
  (2) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership; and
  (3) To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities.
(c) A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A general partner shall not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.
(f) All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty.
(g) It is a defense to a claim under subsection (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the limited partnership.
(h) If, as permitted by subsection (f) of this section or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by subsection (b)(2) of this section, the general partner’s rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
D.C. Code § 29-102.07 — DC Code / Title 29 / Chapter 1 / § 29-102.07
§ 29-102.07. Evidentiary effect of copy of filed record.
Status: in_force

A certification from the Mayor accompanying a copy of a filed record shall be conclusive evidence that the copy is an accurate representation of the original record on file with the Mayor.
D.C. Code § 29-1005.06 — DC Code / Title 29 / Chapter 10 / § 29-1005.06
§ 29-1005.06. Annual meeting of members.
Status: in_force

(a) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules.
(b) An annual members meeting may be held inside or outside the District at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.
(c) Members may attend or conduct an annual members meeting through any means of communication if all members attending the meeting can communicate with each other during the meeting.
(d) The board of directors shall report, or cause to be reported, at the association’s annual members meeting the association’s business and financial condition as of the close of the most recent fiscal year.
(e) Unless the organic rules otherwise provide, the board of directors shall designate the presiding officer of the association’s annual members meeting.
(f) Failure to hold an annual members meeting shall not affect the validity of any action by the limited cooperative association.
D.C. Code § 29-609.01 — DC Code / Title 29 / Chapter 6 / § 29-609.01
§ 29-609.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “General partner” means a partner in a partnership and a general partner in a limited partnership.
(2) “Limited partner” means a limited partner in a limited partnership.
(3) “Limited partnership” means a limited partnership created under Chapter 2 of this title , predecessor law, or comparable law of another jurisdiction.
(4) “Partner” includes both a general partner and a limited partner.
D.C. Code § 29-406.01 — DC Code / Title 29 / Chapter 4 / § 29-406.01
§ 29-406.01. Requirement for and functions of board of directors.
Status: in_force

(a) A nonprofit corporation shall have a board of directors.
(b) Except as otherwise provided in § 29-406.12 , all corporate powers shall be exercised by or under the authority of the board of directors of the nonprofit corporation, and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors.
D.C. Code § 29-804.03 — DC Code / Title 29 / Chapter 8 / § 29-804.03
§ 29-804.03. Liability for contributions.
Status: in_force

(a) A person’s obligation to make a contribution to a limited liability company shall not be excused by the person’s death, disability, or other inability to perform personally. If a person does not fulfill an obligation, other than a monetary obligation, the person is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company.
(b) The obligation of a person to make a contribution may be compromised only by consent of all members. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without notice of a compromise under this subsection may enforce the obligation.
D.C. Code § 29-604.03 — DC Code / Title 29 / Chapter 6 / § 29-604.03
§ 29-604.03. Form of contribution.
Status: in_force

A contribution may consist of property transferred, services performed, or other benefit provided to the partnership or an agreement to transfer property, perform services, or provide another benefit.
D.C. Code § 29-706.05 — DC Code / Title 29 / Chapter 7 / § 29-706.05
§ 29-706.05. Effect of dissociation as general partner.
Status: in_force

(a) Upon a person’s dissociation as a general partner:
  (1) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities and affairs shall terminate;
  (2) The person’s duty of loyalty as a general partner under § 29-704.08(b)(3) shall terminate;
  (3) The person’s duty of loyalty as a general partner under § 29-704.08(b)(1) and (2) and duty of care under § 29-704.08(c) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner;
  (4) The person may sign and deliver to the Mayor for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and
  (5) Subject to § 29-707.04 , subchapter X of this chapter , and Chapter 2 of this title , any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner shall be owned by the person as a mere transferee.
(b) A person’s dissociation as a general partner shall not of itself discharge the person from any debt, liability, or other obligation to the limited partnership or the other partners which the person incurred while a general partner.
D.C. Code § 29-706.03 — DC Code / Title 29 / Chapter 7 / § 29-706.03
§ 29-706.03. Dissociation as general partner.
Status: in_force

A person shall be dissociated from a limited partnership as a general partner when:
(1) The limited partnership has notice of the person’s express will to withdraw as a general partner or on a later date specified by the person;
(2) An event agreed to in the partnership agreement as causing the person’s dissociation as a general partner occurs;
(3) The person is expelled as a general partner pursuant to the partnership agreement;
(4) The person is expelled as a general partner by the unanimous consent of the other partners if:
  (A) It is unlawful to carry on the limited partnership’s activities with the person as a general partner;
  (B) There has been a transfer of all or substantially all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;
  (C) The person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
  (D) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;
(5) On application by the limited partnership, the person is expelled as a general partner by judicial determination because:
  (A) The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;
  (B) The person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 29-704.08 ; or
  (C) The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;
(6) The person:
  (A) Became a debtor in bankruptcy;
  (B) Executes an assignment for the benefit of creditors;
  (C) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property; or
  (D) Fails, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person’s property obtained without the person’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;
(7) In the case of a person who is an individual:
  (A) The person dies;
  (B) A guardian or general conservator is appointed for the person; or
  (C) There is a judicial determination that the person has otherwise become incapable of performing the person’s duties as a general partner under the partnership agreement;
(8) In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, the trust’s entire transferable interest in the limited partnership is distributed;
(9) In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed;
(10) A general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate terminates;
(11) The limited partnership’s participation in a merger under subchapter X of this chapter , if the limited partnership is:
  (A) Not the surviving entity; or
  (B) The surviving entity but, as a result of the merger, the person ceases to be a general partner; or
(12) The limited partnership’s participation in a transaction under the [sic] Chapter 2 of this title if the limited partnership:
  (A) Does Not [not] survive the transaction; or
  (B) Survives the transaction, but as a result of the transaction, the person ceases to be a general partner.
D.C. Code § 29-1301.04 — DC Code / Title 29 / Chapter 13 / § 29-1301.04
§ 29-1301.04. Formation of benefit corporations.
Status: in_force

A benefit corporation must be formed in accordance with Chapter 3 of this title , but its articles of incorporation must also state that it is a benefit corporation.
D.C. Code § 29-412.30 — DC Code / Title 29 / Chapter 4 / § 29-412.30
§ 29-412.30. Deposit with Mayor.
Status: in_force

Assets of a dissolved nonprofit corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Mayor for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the Mayor shall pay the amount held.
D.C. Code § 29-802.06 — DC Code / Title 29 / Chapter 8 / § 29-802.06
§ 29-802.06. Series of members, managers, or interests of limited liability company.
Status: in_force

(a) The operating agreement may establish one or more designated series of members, managers, or interests of a limited liability company, in which the members, managers, or interest holders have separate rights, powers, or duties with respect to specified property or obligations of the limited liability company.
(b) The debts, obligations, and other liabilities of a series of a limited liability company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the series and not of the limited liability company generally or any other series thereof; provided, that:
  (1) Separate and distinct records are maintained for the limited liability company and each series;
  (2) Assets associated with the limited liability company and each series are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately in the separate and distinct records;
  (3) The certificate of organization states that the debts, obligations, and other liabilities of the series are limited as provided in this subsection; and
  (4) The limited liability company has delivered to the Mayor for filing and paid the requisite fee for a certificate of series designation as provided in subsection (e) of this section for each series so designated whose debts, obligations, and other liabilities are limited under this subsection.
(c) A statement in the certificate or organization in compliance with subsection (b)(3) of this section shall be notice of the limitation on liabilities of a series of a limited liability company and shall be sufficient for all purposes of subsection (b) of this section regardless of whether the limited liability company has established any series when such notice is included in the certificate or whether a series has any members.
(d) A certificate of series designation of a series of a limited liability company shall state:
  (1) A different name for each series that contains the entire name of the limited liability company but otherwise complies with §§ 29-103.01 and 29-103.02(f) ; and
  (2) A street and mailing address of the principal office and name and mailing address of a registered agent, if either is different from that specified for the limited liability company.
(e) A series of a limited liability company shall be formed when the Mayor files the certificate of series designation, unless the certificate states a delayed effective date, in which case it is formed as provided in § 29-802.01(d) . The filing of the certificate by the Mayor is conclusive proof that a series has been formed.
(f) Upon the filing by the limited liability company of the report required by § 29-102.11 , the Mayor shall furnish a certificate of good standing for a series of a limited liability company or a certificate of registration for a series of a foreign limited liability company.
(g) A series of a limited liability company shall be in good standing as long as the limited liability company is in good standing.
(h) The articles of organization may provide that a series be treated as a separate entity distinct from the limited liability company, other series of the limited liability company, or the members of the limited liability company.
(i) A series of a limited liability company may have any lawful purpose, regardless of whether for profit, or whether the purpose is different from that of the limited liability company or another series thereof.
(j) A series of a limited liability company shall have the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
(k) The law of the District shall govern:
  (1) The internal affairs of a series of a limited liability company; and
  (2) The liability of a member or manager of a series as a member or manager of that series.
(l) Subject to § 29-804.07 , the management of a series of a limited liability company shall be vested in the members collectively.
(m) The events causing dissociation of a member specified in § 29-806.02 shall be applied separately to a person that is a member in more than one series of a limited liability company or a member in the series and the limited liability company.
(n) Except as otherwise provided in § 29-807.01 , a series of a limited liability company may be dissolved and wound up without causing the dissolution of the limited liability company or any other series thereof.
(o) A series of a limited liability company shall not engage in a transaction under subchapter IX of this chapter or Chapter 2 of this title independently of the limited liability company.
(p) The registered agent for the limited liability company shall be the registered agent for each series of the company.
(q) The management of a series of a limited liability company shall be governed by § 29-804.07 .
(r) In all matters not otherwise specifically addressed in this section, this chapter shall govern a series as if the series of the limited liability company were a separate limited liability company formed under this chapter.
D.C. Code § 29-312.23 — DC Code / Title 29 / Chapter 3 / § 29-312.23
§ 29-312.23. Decree of dissolution.
Status: in_force

(a) If, after a hearing, the Superior Court determines that one or more grounds for judicial dissolution described in § 29-312.20 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Mayor, who shall file it.
(b) After entering the decree of dissolution, the Superior Court shall direct the winding-up and liquidation of the corporation’s activities and affairs in accordance with § 29-312.05 and the notification of claimants in accordance with §§ 29-312.06 and 29-312.07 .
D.C. Code § 29-808.01 — DC Code / Title 29 / Chapter 8 / § 29-808.01
§ 29-808.01. Direct action by member.
Status: in_force

(a) Subject to subsection (b) of this section, a member may maintain a direct action in the Superior Court against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
(b) A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
D.C. Code § 29-103.01 — DC Code / Title 29 / Chapter 1 / § 29-103.01
§ 29-103.01. Permitted names.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (d) of this section, the name of a domestic entity, and the name under which a foreign filing entity or foreign limited liability partnership may register to do business in the District, shall be distinguishable on the records of the Mayor from any:
  (1) Name of another domestic filing entity or limited liability partnership;
  (2) Name of a foreign entity that is registered to do business in the District under subchapter V of this chapter ;
  (3) Name that is reserved under § 29-103.03 ;
  (4) Name that is registered under § 29-103.04 ; or
  (5) Assumed name registered under subchapter I-C of Chapter 28 of Title 47 .
(b) An entity may consent in a record to the use of its name by another registered entity, but the consenting entity must, in a form satisfactory to the Mayor, change its name so that it is distinguishable from any name in any category of names in subsection (a) of this section.
(c) Except as otherwise provided in subsection (d) of this section, in determining whether a name is the same as or not distinguishable on the records of the Mayor from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “PC”, “professional association”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “LP”, “limited liability partnership”, “LLP”, “registered limited liability partnership”, “RLLP”, “limited liability limited partnership”, “LLLP”, “registered limited liability limited partnership”, “RLLLP”, “limited liability company”, or “LLC”, shall not be taken into account.
(d) An entity may consent in a record to the use of a name that is not distinguishable on the records of the Mayor from its name except for the addition of a word, phrase, or abbreviation indicating the type of entity described in subsection (c) of this section. In such a case, the entity need not change its name pursuant to subsection (b) of this section.
(e) An entity name shall not contain the words “bank”, “banking”, “credit union”, “insurance”, or words of similar import, without the prior approval of the Mayor.
(f) An entity name shall not be the same as, or so deceptively similar to, the name of any department, agency, or instrumentality of the United States or the District of Columbia so as to mislead the public or cause confusion.
D.C. Code § 29-1008.03 — DC Code / Title 29 / Chapter 10 / § 29-1008.03
§ 29-1008.03. Qualifications of directors.
Status: in_force

(a) Unless the organic rules otherwise provide, and subject to subsection (c) of this section, each director of a limited cooperative association shall be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director. Initial directors need not be members.
(b) Unless the organic rules otherwise provide, a director may be an officer or employee of the limited cooperative association.
(c) If the organic rules provide for nonmember directors, the number of nonmember directors shall not exceed:
  (1) One, if there are 2 through 4 directors;
  (2) Two, if there are 5 through 8 directors; or
  (3) One-third of the total number of directors if there are at least 9 directors.
(d) The organic rules may provide qualifications for directors in addition to those in this section.
D.C. Code § 29-601.03 — DC Code / Title 29 / Chapter 6 / § 29-601.03
§ 29-601.03. Knowledge and notice.
Status: in_force

(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
  (1) Knows of it;
  (2) Has received a notification of it; or
  (3) Has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification:
  (1) Comes to the person’s attention; or
  (2) Is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence shall not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership shall be effective immediately as knowledge by notice to, or receipt of a notification by, the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(g) A person that is not a partner is deemed:
  (1) To know of a limitation on authority to transfer real property as provided in § 29-603.03(e) ; and
  (2) To have notice of:
    (A) A partner’s dissociation 90 days after a statement of dissociation under § 29-607.04 becomes effective; and
    (B) A partnership’s:
      (i) Dissolution 90 days after a statement of dissolution under § 29-608.05 becomes effective;
      (ii) Termination 90 days after a statement of termination under § 29-608.02 becomes effective; and
      (iii) Participation in a merger, interest exchange, conversion, or domestication 90 days after articles of merger, interest exchange, conversion, or domestication under Chapter 2 of this title becomes effective.
D.C. Code § 29-303.03 — DC Code / Title 29 / Chapter 3 / § 29-303.03
§ 29-303.03. Emergency powers.
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
  (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
  (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
  (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication, radio, and messages sent over the Internet; and
  (2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
  (1) Binds the corporation; and
  (2) Shall not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for the purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
D.C. Code § 29-409.04 — DC Code / Title 29 / Chapter 4 / § 29-409.04
§ 29-409.04. Action on a plan of merger or membership exchange.
Status: in_force

In the case of a nonprofit corporation that is a party to a merger or membership exchange:
(1) The plan of merger or membership exchange shall be adopted by the board of directors.
(2) Except as otherwise provided in paragraph (8) of this section, § 29-409.05 , or the articles of incorporation or bylaws, after adopting the plan of merger or membership exchange, the board of directors shall submit the plan to the members entitled to vote on the plan for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination.
(3) The board of directors may condition its submission of the plan of merger or membership exchange to the members on any basis.
(4) If the plan of merger or membership exchange is required to be approved by the members, and if the approval is to be given at a meeting, the nonprofit corporation shall give notice to each member entitled to vote on the merger or membership exchange of the meeting of members at which the plan 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 plan and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or eligible entity, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation and bylaws or organic records of that corporation or eligible entity. If the corporation is to be merged into a corporation or eligible entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation and bylaws or organic records of the new corporation or eligible entity.
(5) Unless the articles of incorporation or bylaws, or the board of directors acting pursuant to paragraph (3) of this subsection, requires a greater vote or a greater number of votes to be present, the approval of the plan of merger or membership exchange by the members shall require the approval of the members at a meeting at which a quorum exists, and, if any class of memberships is entitled to vote as a separate group on the plan of merger or membership exchange, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.
(6) Separate voting by voting groups shall be required:
  (A) On a plan of merger, by each class of memberships that:
    (i) Are to be converted into memberships, eligible interests, securities, or obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; other property or other consideration; or any combination of the foregoing; or
    (ii) Would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under § 29-408.04 ;
  (B) On a plan of membership exchange, by each class of memberships included in the exchange, with each class constituting a separate voting group; and
  (C) On a plan of merger or membership exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger or membership exchange.
(7) If as a result of a merger or membership exchange one or more members of a domestic nonprofit corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger or membership exchange shall require the signature, by each such member, of a separate record consenting to become subject to such owner liability.
(8) If a domestic nonprofit corporation that is a party to a merger does not have any members entitled to vote thereon, a plan of merger shall be deemed adopted by the corporation when it has been adopted by the board of directors pursuant to paragraph (1) of this subsection.
(9) In addition to the adoption and approval of the plan of merger by the board of directors and members as required by this section, the plan of merger shall also be approved in the form of a record by any person or group of persons whose approval is required under § 29-408.40 to amend the articles of incorporation or bylaws.
D.C. Code § 29-802.02 — DC Code / Title 29 / Chapter 8 / § 29-802.02
§ 29-802.02. Amendment or restatement of certificate of organization.
Status: in_force

(a) A certificate of organization may be amended or restated at any time.
(b) To amend its certificate of organization, a limited liability company shall deliver to the Mayor for filing an amendment stating:
  (1) The name of the company;
  (2) The date of filing of its initial certificate of organization; and
  (3) The changes the amendment makes to the certificate as most recently amended or restated.
(c) To restate its certificate of organization, a limited liability company shall deliver to the Mayor for filing a restatement, designated as such in its heading.
(d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly:
  (1) Cause the certificate to be amended; or
  (2) If appropriate, deliver to the Mayor for filing a statement of change under §§ 29-104.07 through 29-104.10 or a statement of correction under § 29-102.05 .
(e) A limited liability company may amend its certificate of organization to delete the information required by § 29-802.01(b)(2) at any time after it has filed its first biennial report under § 29-102.11 .
D.C. Code § 29-306.30 — DC Code / Title 29 / Chapter 3 / § 29-306.30
§ 29-306.30. Standards of conduct for directors.
Status: in_force

(a) Each member of the board of directors, when discharging the duties of a director, shall act:
  (1) In good faith; and
  (2) In a manner the director reasonably believes to be in the best interests of the corporation.
(b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
(c) In discharging board or committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions; provided, that disclosure shall not be required 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.
(d) In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted may rely on:
  (1) The performance by any of the persons specified in subsection (e)(1) or (3) of this section to which the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law; or
  (2) Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (e) of this section.
(e) A director may rely, in accordance with subsection (d) or (e) of this section, on:
  (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
  (2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters:
    (A) Within the particular person’s professional or expert competence; or
    (B) As to which the particular person merits confidence; or
  (3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
D.C. Code § 29-1001.13 — DC Code / Title 29 / Chapter 10 / § 29-1001.13
§ 29-1001.13. Approval of entity transaction by limited cooperative association.
Status: in_force

(a) For a limited cooperative association to approve an entity transaction under subchapter XV of this chapter or Chapter 2 of this title , a plan must be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of directors must call a members meeting to consider the plan, hold the meeting not later than 90 days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
  (1) The plan, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;
  (2) A recommendation that the members approve the plan, or if the board determines that because of a conflict of interest or other circumstances it should not make a favorable recommendation, the basis for that determination;
  (3) A statement of any condition of the board’s submission of the plan to the members; and
  (4) Notice of the meeting at which the plan will be considered, which must be given in the same manner as notice of a special meeting of members.
(b) Subject to subsections (c) and (d) of this section, a plan must be approved by:
  (1) At least two-thirds of the voting power of members present at a members meeting called under subsection (a) of this section; and
  (2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(c) The organic rules may require that the percentage of votes under subsection (b)(1) of this section is:
  (1) A different percentage that is not less than a majority of members voting at the meeting;
  (2) Measured against the voting power of all members; or “(3) A combination of paragraphs (1) and (2) of this subsection.
(d) The vote required to approve a plan may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(e) Consent in a record to a plan by a member must be delivered to the limited cooperative association before delivery to the Mayor for filing of articles of merger, interest exchange, conversion, or domestication, if, as a result of the merger, interest exchange, conversion, or domestication, the member will have interest holder liability for debts, obligations, or other liabilities that arise after the transaction becomes effective.
(f) The voting requirements for districts, classes, or voting groups under § 29-1004.04 apply to the approval of a transaction under this title.
D.C. Code § 29-606.02 — DC Code / Title 29 / Chapter 6 / § 29-606.02
§ 29-606.02. Partner’s power to dissociate; wrongful dissociation.
Status: in_force

(a) A partner may dissociate at any time, rightfully or wrongfully, by express will pursuant to § 29-606.01(1) .
(b) A partner’s dissociation shall be wrongful only if:
  (1) It is in breach of an express provision of the partnership agreement; or
  (2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
    (A) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under § 29-606.01(6) through (10) or wrongful dissociation under this subsection;
    (B) The partner is expelled by judicial determination under § 29-606.01(5) ;
    (C) The partner is dissociated by becoming a debtor in bankruptcy; or
    (D) In the case of a partner that is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) A partner that wrongfully dissociates shall be liable to the partnership and to the other partners for damages caused by the dissociation. The liability shall be in addition to any other obligation of the partner to the partnership or to the other partners.
D.C. Code § 29-1206.03 — DC Code / Title 29 / Chapter 12 / § 29-1206.03
§ 29-1206.03. Contribution by beneficial owner.
Status: in_force

(a) A contribution of a beneficial owner to a statutory trust may consist of property transferred, services performed, or another benefit provided to the statutory trust, or an agreement to transfer property, perform services, or provide another benefit. A person may become a beneficial owner of a statutory trust and may receive a beneficial interest in a statutory trust without making a contribution or being obligated to make a contribution to the trust.
(b) A person’s obligation to contribute money or other property or other benefit to, or to perform services for, a statutory trust is not excused by the person’s death, disability, or other inability to perform the person’s obligations personally. If a person does not fulfill an obligation to make a contribution, other than a monetary contribution, the person is obligated at the option of the trustee to contribute money equal to the value of the part of the contribution which has not been made.
(c) The governing instrument may provide that a beneficial owner that fails to make a required contribution, or comply with the terms and conditions of the governing instrument, shall be subject to specified penalties for or consequences of the failure, including:
  (1) Reduction or elimination of the defaulting beneficial owner’s proportionate interest in the statutory trust or series thereof;
  (2) Subordination of the defaulting beneficial owner’s beneficial interest to that of nondefaulting beneficial owners;
  (3) Forced sale or forfeiture of the defaulting beneficial owner’s beneficial interest;
  (4) Imposition of an obligation to repay a loan to the statutory trust by another beneficial owner of the amount necessary to meet the defaulting beneficial owner’s commitment;
  (5) Redemption or sale of the defaulting beneficial owner’s beneficial interest at a value fixed by appraisal or by formula; and
  (6) Specific performance of an obligation under the governing instrument.
D.C. Code § 29-107.05 — DC Code / Title 29 / Chapter 1 / § 29-107.05
§ 29-107.05. Savings clause.
Status: in_force

The repeal of a law by this title shall not affect:
(a) (1) The operation of the law or any action taken under it before its repeal;
  (2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
  (3) Any violation of the law or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or
  (4) Any proceeding, reorganization, or dissolution commenced under the law before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
D.C. Code § 29-1003.02 — DC Code / Title 29 / Chapter 10 / § 29-1003.02
§ 29-1003.02. Formation of limited cooperative association; articles of organization.
Status: in_force

(a) To form a limited cooperative association, an organizer of the association must deliver articles of organization to the Mayor for filing. The articles shall state:
  (1) The name of the association, which shall comply with §§ 29-103.01 and 29-103.02(h) ;
  (2) The purposes for which the association is formed;
  (3) The street address and, if different, mailing address of the association’s initial principal office and the information required by § 29-104.04 ;
  (4) The name and street address and, if different, mailing address of each organizer; and
  (5) The term for which the association is to exist if other than perpetual.
(b) Subject to § 29-1001.09(a) , articles of organization may contain any other provisions in addition to those required by subsection (a) of this section.
(c) A limited cooperative association shall be formed after articles of organization that substantially comply with subsection (a) of this section are delivered to the Mayor, are filed, and become effective under § 29-102.03 .
(d) If articles of organization filed by the Mayor state a delayed effective date, a limited cooperative association shall not be formed if, before the articles take effect, an organizer signs and delivers to the Mayor for filing a statement of cancellation.
D.C. Code § 29-408.20 — DC Code / Title 29 / Chapter 4 / § 29-408.20
§ 29-408.20. Amendment by board of directors or members.
Status: in_force

(a) Except as otherwise provided in the articles of incorporation or bylaws, the members of a membership corporation may amend or repeal the corporation’s bylaws.
(b) The board of directors of a membership corporation or nonmembership corporation may amend or repeal the corporation’s bylaws, unless the articles of incorporation or bylaws or § 29-408.21 or § 29-408.22 reserve that power exclusively to the members or a designated body in whole or part.
D.C. Code § 29-305.20 — DC Code / Title 29 / Chapter 3 / § 29-305.20
§ 29-305.20. Shareholders’ list for meeting.
Status: in_force

(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.
D.C. Code § 29-408.09 — DC Code / Title 29 / Chapter 4 / § 29-408.09
§ 29-408.09. Effect of articles amendment.
Status: in_force

(a) Except as otherwise provided in subsections (b), (c), and (d) of this section, an amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the nonprofit corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the articles. An amendment changing a corporation’s name shall not abate a proceeding brought by or against the corporation in its former name.
(b) Property held in trust by a nonprofit corporation or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by an amendment of its articles of incorporation unless the corporation obtains an appropriate order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(c) Unless a nonprofit corporation obtains an appropriate order of the Superior Court under the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its articles of incorporation shall not affect:
  (1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or
  (2) The existing rights of persons other than its members.
(d) A person that is a member or otherwise affiliated with a charitable corporation shall not receive a direct or indirect financial benefit in connection with an amendment of the articles of incorporation unless the person is itself a charitable corporation or an unincorporated entity with a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
D.C. Code § 29-1301.03 — DC Code / Title 29 / Chapter 13 / § 29-1301.03
§ 29-1301.03. Applicability; construction.
Status: in_force

(a) This chapter shall be applicable to all benefit corporations.
(b) This chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation, and shall not in and of itself create an implication that a contrary or different rule is applicable to a business corporation and not a benefit corporation.
(c) Except as otherwise provided in this chapter, Chapters 1, 2, and 3 of this title shall apply to a benefit corporation organized under this chapter. A benefit corporation may simultaneously be subject to this chapter and one or more other chapters of this title.
(d) A provision of the articles of incorporation or bylaws of a benefit corporation may not relax, be inconsistent with, or supersede a provision of this chapter.
D.C. Code § 29-1008.22 — DC Code / Title 29 / Chapter 10 / § 29-1008.22
§ 29-1008.22. Appointment and authority of officers.
Status: in_force

(a) A limited cooperative association shall have the officers:
  (1) Provided in the organic rules; or
  (2) Established by the board of directors in a manner not inconsistent with the organic rules.
(b) The organic rules may designate or, if the rules do not designate, the board of directors shall designate, one of the association’s officers for preparing all records required by § 29-1001.10 and for the authentication of records.
(c) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the limited cooperative association.
(d) Officers of a limited cooperative association shall perform the duties the organic rules prescribe or as authorized by the board of directors not in a manner inconsistent with the organic rules.
(e) The election or appointment of an officer of a limited cooperative association shall not of itself create a contract between the association and the officer.
(f) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.
D.C. Code § 29-706.06 — DC Code / Title 29 / Chapter 7 / § 29-706.06
§ 29-706.06. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
Status: in_force

(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, merged out of existence, converted, or domesticated under subchapter X of this chapter or Chapter 2 of this title , or otherwise ceases to exist in the form of a limited partnership as a result of a transaction under Chapter 2 of this title , the limited partnership shall be bound by an act of the person only if:
  (1) The act would have bound the limited partnership under § 29-704.02 before the dissociation; and
  (2) At the time the other party enters into the transaction:
    (A) Less than 2 years has passed since the dissociation; and
    (B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a) of this section, the person dissociated as a general partner which caused the limited partnership to be bound shall be liable:
  (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a) of this section; and
  (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
D.C. Code § 29-404.01 — DC Code / Title 29 / Chapter 4 / § 29-404.01
§ 29-404.01. No requirement of members; other persons designated by articles of incorporation or bylaws.
Status: in_force

(a) A nonprofit corporation shall not be required to have members.
(b) If the articles of incorporation or bylaws of a nonprofit corporation do not provide that it must have members, or if a corporation has in fact no members entitled to vote on a matter, any provision of this chapter or any other provision of law requiring notice to, the presence of, or the vote, consent, or other action by members of the corporation in connection with the matter shall be satisfied by notice to, the presence of, or the vote, consent, or other action by the board of directors or a designated body of the corporation.
(c) The articles of incorporation or bylaws of a nonprofit corporation may designate a person as a member who is not within the definition of “member” under § 29-401.02(24) . Such a person, regardless of designation, shall not be deemed a member for purposes of this chapter but nevertheless shall have those rights and obligations set forth in the articles of incorporation or bylaws.
D.C. Code § 29-604.02 — DC Code / Title 29 / Chapter 6 / § 29-604.02
§ 29-604.02. Becoming partner.
Status: in_force

(a) Upon formation of a partnership under § 29-602.02(a) , a person becomes a partner.
(b) After formation of a partnership, a person becomes a partner:
  (1) As provided in the partnership agreement;
  (2) As a result of a transaction effective under Subchapter [subchapter] IX of this chapter or Chapter 2 of this title ; or
  (3) With the consent of all the partners.
(c) A person may become a partner without:
  (1) Acquiring a transferable interest; or
  (2) Making or being obligated to make a contribution to the partnership.
D.C. Code § 29-409.01 — DC Code / Title 29 / Chapter 4 / § 29-409.01
§ 29-409.01. Preliminary provisions and restrictions.
Status: in_force

(a) For the purposes of this subchapter, the term:
  (1) “Exchanging entity” means the domestic or foreign nonprofit corporation or eligible entity in which all of one or more classes of memberships or classes or series of eligible interests are to be acquired in a membership exchange.
  (2) “Membership exchange” means a transaction pursuant to § 29-409.03 .
  (3) “Merger” means a transaction pursuant to § 29-409.02 .
  (4) “Party to a merger” or “party to a membership exchange” means any domestic or foreign nonprofit corporation or eligible entity that:
    (A) Will merge under a plan of merger;
    (B) Will acquire memberships or eligible interests of another corporation or an eligible entity in a membership exchange; or
    (C) Is an exchanging entity.
  (5) “Survivor” in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
(b) Property held in trust by an entity or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction under this subchapter unless the entity obtains an appropriate order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(c) Unless an entity that is a party to a transaction under this subchapter obtains an appropriate order of the Superior Court under the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets, the transaction shall not affect:
  (1) Any restriction imposed upon the entity by its organic documents that may not be amended by its governors, members, or interest holders;
  (2) Any restriction imposed upon property held by the entity by virtue of any trust under which it holds that property; or
  (3) The existing rights of persons other than members, shareholders, or interest holders of the entity.
(d) A person that is a member, interest holder, or otherwise affiliated with a charitable corporation or an unincorporated entity with a charitable purpose shall not receive a direct or indirect financial benefit in connection with a transaction under this subchapter to which the charitable corporation or unincorporated entity is a party unless the person is itself a charitable corporation or unincorporated entity with a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
D.C. Code § 29-305.54 — DC Code / Title 29 / Chapter 3 / § 29-305.54
§ 29-305.54. Dismissal.
Status: in_force

(a) The Superior Court shall dismiss a derivative proceeding on motion by the corporation if one of the groups specified in subsection (b) or subsection (e) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by a majority vote of:
  (1) Qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or
  (2) A committee consisting of 2 or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether the qualified directors constitute a quorum.
(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing that:
  (1) A majority of the board of directors did not consist of qualified directors at the time the determination was made; or
  (2) The requirements of subsection (a) of this section have not been met.
(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met. Otherwise, the corporation has the burden of proving that the requirements of subsection (a) of this section have been met.
(e) Upon motion by the corporation, the Superior Court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving that the requirements of subsection (a) of this section have not been met.
D.C. Code § 29-305.24 — DC Code / Title 29 / Chapter 3 / § 29-305.24
§ 29-305.24. Corporation’s acceptance of votes.
Status: in_force

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, shall be entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith may nevertheless accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
  (1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
  (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
  (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
  (4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
  (5) Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The corporation may reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or § 29-301.03(d) shall not be liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section shall be valid unless the Superior Court determines otherwise.
D.C. Code § 29-106.04 — DC Code / Title 29 / Chapter 1 / § 29-106.04
§ 29-106.04. Judicial review of denial of reinstatement.
Status: in_force

(a) If the Mayor denies a domestic filing entity’s application for reinstatement following administrative dissolution, the Mayor shall serve the entity pursuant to § 29-104.12 with a notice in a record that explains the reason or reasons for denial.
(b) An entity may seek judicial review of denial of reinstatement in the Superior Court not later than 30 days after service of the notice of denial.
D.C. Code § 29-312.40 — DC Code / Title 29 / Chapter 3 / § 29-312.40
§ 29-312.40. Deposit with Mayor.
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Mayor for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Mayor shall pay the person or the person’s representative that amount.
D.C. Code § 29-403.01 — DC Code / Title 29 / Chapter 4 / § 29-403.01
§ 29-403.01. Purposes.
Status: in_force

(a) A nonprofit corporation may be formed for any lawful nonprofit purpose unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in an activity that is subject to regulation under another statute of the District may incorporate under this chapter only if incorporating under this chapter is not prohibited by the other statute. The corporation is subject to all the limitations of the other statute.
D.C. Code § 29-1008.10 — DC Code / Title 29 / Chapter 10 / § 29-1008.10
§ 29-1008.10. Remuneration of directors.
Status: in_force

Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under § 29-1008.17(a) .
D.C. Code § 29-306.06 — DC Code / Title 29 / Chapter 3 / § 29-306.06
§ 29-306.06. Staggered terms for directors.
Status: in_force

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into 2 or 3 groups, with each group containing 1  /2   or 1  /3   of the total, as near as may be practicable. In that event, the terms of directors in the 1st group expire at the 1st annual shareholders’ meeting after their election, the terms of the 2nd group expire at the 1st annual shareholders’ meeting after their election, and the terms of the 3rd group, if any, expire at the 3rd annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term of 2 years or 3 years, as the case may be, to succeed those whose terms expire.
D.C. Code § 29-601.04 — DC Code / Title 29 / Chapter 6 / § 29-601.04
§ 29-601.04. Effect of partnership agreement; nonwaivable provisions.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership shall be governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter shall govern relations among the partners and between the partners and the partnership.
(b) A partnership agreement shall not:
  (1) Vary the rights and duties under § 29-601.05 , except to eliminate the duty to provide copies of statements to all of the partners;
  (2) Unreasonably restrict the right of access to books and records under § 29-604.03(b) ;
  (3) Eliminate the duty of loyalty under § 29-604.04(b) or § 29-606.03(b)(3) , but:
    (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
    (B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
  (4) Unreasonably reduce the duty of care under § 29-604.04(c) or § 29-606.03(b)(3) ;
  (5) Eliminate the obligation of good faith and fair dealing under § 29-604.04(d) , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
  (6) Vary the power to dissociate as a partner under § 29-606.02(a) , except to require the notice under § 29-606.01(1) to be in writing;
  (7) Vary the right of a court to expel a partner in the events specified in § 29-606.01(5) ;
  (8) Vary the requirement to wind up the partnership business in cases specified in § 29-608.01(4) , (5), or (6);
  (9) Vary the law applicable to a limited liability partnership under § 29-105.01(a) ;
  (10) Restrict rights of third parties under this chapter;
  (11) Vary the provisions of § 29-601.10 ;
  (12) Vary the provisions of § 29-603.07 ;
  (13) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law;
  (14) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication; or
  (15) Vary any requirement, procedure, or other provision of this title pertaining to:
    (A) Registered agents; or
    (B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this title.
(c) Subject to subsection (b) of this section, without limiting other terms that may be included in a partnership agreement, the following rules apply:
  (1) The partnership agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
  (2) If not manifestly unreasonable, the partnership agreement may:
    (A) Restrict or eliminate the aspects of the duty of loyalty stated in § 29-604.07(b) ;
    (B) Identify specific types or categories of activities and affairs that do not violate the duty of loyalty;
    (C) Alter the duty of care, but may not authorize willful or intentional misconduct or knowing violation of law; and
    (D) Alter or eliminate any other fiduciary duty.
(d) The court shall decide as a matter of law any claim under subsection (b)(5) or (c)(2) of this section that a term of a partnership agreement is manifestly unreasonable. The court:
  (1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and
  (2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:
    (A) The objective of the term is unreasonable; or
    (B) The term is an unreasonable means to achieve the provision’s objective.
D.C. Code § 29-604.09 — DC Code / Title 29 / Chapter 6 / § 29-604.09
§ 29-604.09. Continuation of partnership beyond definite term or particular undertaking.
Status: in_force

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners shall remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they shall be presumed to have agreed that the partnership will continue.
D.C. Code § 29-414.01 — DC Code / Title 29 / Chapter 4 / § 29-414.01
§ 29-414.01. Application to existing domestic corporations.
Status: in_force

Except as otherwise provided by § 29-107.01 , this chapter shall apply to all domestic nonprofit corporations in existence on its effective date that were incorporated under any general statute of the District providing for incorporation of nonprofit corporations.
D.C. Code § 29-101.04 — DC Code / Title 29 / Chapter 1 / § 29-101.04
§ 29-101.04. Delivery of record.
Status: in_force

(a) Except as otherwise provided in this title, permissible means of delivery of a record include delivery by hand, mail by the United States Postal Service, commercial delivery service, and electronic transmission.
(b) Delivery to the Mayor shall be effective only when the record is received by the Mayor.
D.C. Code § 29-308.22 — DC Code / Title 29 / Chapter 3 / § 29-308.22
§ 29-308.22. Bylaw provisions relating to the election of directors.
Status: in_force

(a) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in § 29-305.28(a) , or provide for cumulative voting, a public corporation may elect in its bylaws to be governed in the election of directors as follows:
  (1) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes.
  (2) (A) To be elected, a nominee shall have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present; provided, that a nominee who is elected but receives more votes against than for election serves as a director for a term that terminates on the date that is the earlier of:
      (i) Ninety days from the date on which the voting results are determined pursuant to § 29-305.29(b)(5) ; or
      (ii) The date on which an individual is selected by the board of directors to fill the office held by the director, which selection shall be deemed to constitute the filling of a vacancy by the board to which § 29-306.10 applies.
    (B) Subject to paragraph (3) of this subsection, a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the 90-day period set forth in subparagraph (A)(i) of this paragraph.
  (3) The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.
(b) Subsection (a) of this section shall not apply to an election of directors by a voting group if (1) at the expiration of the time fixed under a provision requiring advance notification of director candidates, or (2) absent such a provision, at a time fixed by the board of directors which is not more than 14 days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that the individual’s candidacy shall not create a bona fide election contest.
(c) A bylaw electing to be governed by this section shall be repealed:
  (1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;
  (2) If adopted by the board of directors, by the board of directors or the shareholders.
D.C. Code § 29-104.11 — DC Code / Title 29 / Chapter 1 / § 29-104.11
§ 29-104.11. Designation of registered agent by nonregistered foreign entity or nonfiling domestic entity.
Status: in_force

(a) A nonregistered foreign entity or domestic nonfiling entity may deliver to the Mayor for filing a statement designating a registered agent signed by the entity which states the:
  (1) Name, type of entity, and jurisdiction of formation of the entity; and
  (2) Information required by § 29-104.04(a) .
(b) A statement designating a registered agent under subsection (a) of this section is effective on filing by the Mayor and shall be effective for 5 years after the date of filing unless canceled or terminated earlier.
(c) Designation of a registered agent under subsection (a) of this section does not register a nonregistered foreign entity to do business in the District.
(d) A statement designating a registered agent under subsection (a) of this section may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Mayor from the name of another entity appearing in those records. The filing of the statement shall not make the name of the entity filing the statement unavailable for use by another entity.
(e) An entity that delivers to the Mayor for filing a statement under subsection (a) of this section designating a registered agent may cancel the statement by delivering to the Mayor for filing a statement of cancellation that states the name of the entity and that the entity is canceling its designation of a registered agent in the District. The statement shall be effective on filing by the Mayor.
(f) A statement designating a registered agent under subsection (a) of this section for a nonregistered foreign entity terminates on the date the entity becomes a registered foreign entity.
(g) A statement under subsection (a) of this section must be signed by a person authorized to manage the affairs of the nonregistered foreign entity or domestic nonfiling entity and by the person designated as the agent. The signing of the statement is an affirmation of fact that the person is authorized to manage the affairs of the entity and that the agent has consented to serve.
D.C. Code § 29-1013.05 — DC Code / Title 29 / Chapter 10 / § 29-1013.05
§ 29-1013.05. Proceeds and expenses.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section:
  (1) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintiff; and
  (2) If the plaintiff in the derivative action receives any proceeds, the plaintiff shall immediately remit them to the association.
(b) If a derivative action to enforce a right of a limited cooperative association is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees and costs, from the recovery of the association.
D.C. Code § 29-311.31 — DC Code / Title 29 / Chapter 3 / § 29-311.31
§ 29-311.31. Court costs and expenses.
Status: in_force

(a) The Superior Court in an appraisal proceeding commenced under § 29-311.2 [ § 29-311.12 ] shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subchapter.
(b) The Superior Court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:
  (1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of § 29-311.10 , § 29-311.12 , § 29-311.14 , or § 29-311.15 ; or
  (2) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subchapter.
(c) If the Superior Court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that the expenses should not be assessed against the corporation, the court may direct that the expenses be paid out of the amounts awarded the shareholders who were benefited.
(d) To the extent the corporation fails to make a required payment pursuant to § 29-311.14 , § 29-311.15 , or § 29-311.16 , the shareholder may sue directly for the amount owed, and to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.
D.C. Code § 29-703.05 — DC Code / Title 29 / Chapter 7 / § 29-703.05
§ 29-703.05. Limited duties of limited partners.
Status: in_force

(a) A limited partner shall not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.
(d) If a limited partner enters into a transaction with a limited partnership, the limited partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.
D.C. Code § 29-1201.02 — DC Code / Title 29 / Chapter 12 / § 29-1201.02
§ 29-1201.02. Definitions.
Status: in_force

For the purposes of the chapter, the term:
(1) “Beneficial owner” means the owner of a beneficial interest in a statutory trust or foreign statutory trust.
(2) “Certificate of trust” means the record required by § 29-1202.01 . The term “certificate of trust” includes the certificate amended or restated.
(3) “Common-law trust” means a fiduciary relationship with respect to property arising from a manifestation of intent to create that relationship and subjecting the person that holds title to the property to duties to deal with the property for the benefit of charity or for one or more persons, at least one of which is not the sole trustee, whether the purpose of the trust is donative or commercial. The term “common-law trust” shall include the type of trust known at common law as a “business trust”, “Massachusetts trust”, or “Massachusetts business trust”.
(4) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in § 29-1206.03 that a person provides to a statutory trust in order to become a beneficial owner or provides in the person’s capacity as a beneficial owner.
(5) “Distribution” means a transfer of money or other property from a statutory trust as a result of a beneficial interest. The term includes transfers occurring when a statutory trust’s redeems or otherwise purchases a beneficial interest.
(6) “Foreign statutory trust” means a trust that is formed under the laws of a jurisdiction other than the District which would be a statutory trust if formed under the laws of the District.
(7) “Governing instrument” means the trust instrument and certificate of trust.
(8) “Person” means an individual, corporation, statutory trust, estate, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. The term “person” shall not include a common-law trust.
(9) “Registered foreign statutory trust” means a foreign statutory trust that is registered to do business in the District pursuant to a registration statement delivered to the Mayor for filing.
(10) “Related party”, with respect to a person that is a trustee, officer, employee, manager, or beneficial owner, means:
  (A) The spouse of the party;
  (B) A child, parent, sibling, grandchild, or grandparent of the party, or the spouse of one of them;
  (C) An individual having the same residence as the party;
  (D) A trust or estate of which a related party described in subparagraph (A), (B), or (C) of this paragraph is a substantial beneficiary;
  (E) A trust, estate, legally incapacitated individual, conservatee, or minor for which the party is a fiduciary; or
  (F) A person that directly or indirectly controls, is controlled by, or is under common control with, the party.
(11) “Series trust” means a statutory trust that has one or more series created under § 29-1204.01 .
(12) “Statutory trust”‘ means an entity formed under this chapter or an entity that becomes subject to this chapter under Chapter 2 of this title .
(13) “Trust” includes a common-law trust, statutory trust, and foreign statutory trust.
(14) “Trust instrument” means a record other than the certificate of trust which provides for the governance of the activities and affairs of a statutory trust and the conduct of its business. The term “trust instrument” includes a trust agreement, a declaration of trust, and bylaws.
(15) “Trustee” means a person designated, appointed, or elected as a trustee of a statutory trust or foreign statutory trust in accordance with the governing instrument or applicable law.
D.C. Code § 29-1203.01 — DC Code / Title 29 / Chapter 12 / § 29-1203.01
§ 29-1203.01. Governing law.
Status: in_force

The law of the District shall govern the:
(1) Internal affairs of a statutory trust;
(2) Liability of a beneficial owner as beneficial owner , a trustee as trustee, and a person appointed, elected, or engaged under § 29-1201.03(e)(8) or (9) for a debt, obligation, or other liability of a statutory trust or a series thereof; and
(3) Enforceability of a debt, obligation, or other liability of the statutory trust or a series thereof against the property of the trust or any series thereof.
D.C. Code § 29-204.02 — DC Code / Title 29 / Chapter 2 / § 29-204.02
§ 29-204.02. Plan of conversion.
Status: in_force

(a) A domestic entity may convert to a different type of entity under this subchapter by approving a plan of conversion. The plan shall be in a record and contain:
  (1) The name and type of the converting entity;
  (2) The name, jurisdiction of formation, and type of entity of the converted entity;
  (3) The manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing;
  (4) The proposed public organic record of the converted entity if it will be a filing entity;
  (5) The full text of the private organic rules of the converted entity that are proposed to be in a record;
  (6) The other terms and conditions of the conversion; and
  (7) Any other provision required by the law of the District or the organic rules of the converting entity.
(b) A plan of conversion may contain any other provision not prohibited by law.
D.C. Code § 29-102.01 — DC Code / Title 29 / Chapter 1 / § 29-102.01
§ 29-102.01. Entity filing requirements.
Status: in_force

(a) To be filed by the Mayor pursuant to this title, an entity filing shall be received by the office of the Mayor, and shall comply with this title, and satisfy the following:
  (1) The entity filing shall be required or permitted by this title.
  (2) The entity filing shall be physically delivered in written form unless and to the extent the Mayor permits electronic delivery of entity filings in other than written form.
  (3) The words in the entity filing shall be in English and numbers shall be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.
  (4) The entity filing shall be signed by or on behalf of a person authorized or required under this title to sign the filing.
  (5) The entity filing shall state the name and capacity, if any, of each individual who signed it, either by or on behalf of the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification.
  (6) For entity registration filings made on or after January 1, 2020, the filing shall state the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the entity:
    (A) Exceeds 10%; or
    (B) Does not exceed 10%; provided, that the person:
      (i) Controls the financial or operational decisions of the entity; or
      (ii) Has the ability to direct the day-to-day operations of the entity.
  (7) The entity registration filing shall state, for each foreign entity that is identified pursuant to paragraph (6) of this subsection, the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the foreign entity:
    (A) Exceeds 10%; or
    (B) Does not exceed 10%; provided, that the person:
      (i) Controls the financial or operational decisions of the foreign entity; or
      (ii) Has the ability to direct the day-to-day operations of the foreign entity.
  (8) If an entity submits an entity registration filing that does not include the information required by paragraphs (6) or (7) of this subsection, the entity shall not be allowed to register or do business in the District.
  (9) If information required by paragraphs (6) and (7) of this subsection changes at any time after the submission of the entity registration filing, articles of amendment shall be filed to reflect the changes.
(b) If a law other than this title prohibits the disclosure by the Mayor of information contained in an entity filing, the Mayor shall accept the filing if it otherwise complies with this title, but the Mayor may redact the information.
(c) When an entity filing is delivered to the Mayor for filing, any fee required under this chapter and any fee, tax, or penalty required to be paid under this title or law other than this title shall be paid in a manner permitted by the Mayor or by that law.
(d) The Mayor may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.
(e) Any record filed under this title may be signed by an agent.
D.C. Code § 29-312.01 — DC Code / Title 29 / Chapter 3 / § 29-312.01
§ 29-312.01. Dissolution by incorporators or initial directors.
Status: in_force

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Mayor for filing articles of dissolution that set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3) (A) That none of the corporation’s shares has been issued; or
  (B) That the corporation has not commenced business;
(4) That no debt of the corporation remains unpaid;
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) That a majority of the incorporators or initial directors authorized the dissolution.
D.C. Code § 29-404.41 — DC Code / Title 29 / Chapter 4 / § 29-404.41
§ 29-404.41. Compensation and other permitted payments.
Status: in_force

(a) A nonprofit corporation may pay reasonable compensation or reimburse reasonable expenses to members, directors, delegates, members of a designated body, or officers for services rendered.
(b) A nonprofit corporation may confer benefits upon or make contributions to members or nonmembers in conformity with its purposes, repurchase its memberships only to the extent provided in § 29-404.22 , or repay capital contributions, except when:
  (1) The corporation is currently insolvent or would thereby be made insolvent or rendered unable to carry on its purposes; or
  (2) The fair value of the assets of the corporation remaining after the conferring of benefits, contribution, repurchase, or repayment would be insufficient to meet its liabilities.
(c) A nonprofit corporation may make distributions of cash or property to members upon dissolution or final liquidation only as permitted by this chapter.
D.C. Code § 29-309.05 — DC Code / Title 29 / Chapter 3 / § 29-309.05
§ 29-309.05. Merger between parent and subsidiary or between subsidiaries.
Status: in_force

(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90% of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary’s board of directors or shareholders is required by the laws under which the subsidiary is organized.
(b) If, under subsection (a) of this section, approval of a merger by the subsidiary’s shareholders is not required, the parent corporation shall, within 10 days after the effective date of the merger, notify each of the subsidiary’s shareholders that the merger has become effective.
(c) Except as otherwise provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of this subchapter applicable to mergers generally.
D.C. Code § 29-708.03 — DC Code / Title 29 / Chapter 7 / § 29-708.03
§ 29-708.03. Winding up.
Status: in_force

(a) A limited partnership shall continue after dissolution only for the purpose of winding up its activities and affairs.
(b) In winding up its activities and affairs, the limited partnership:
  (1) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in § 29-702.03 , and perform other necessary acts; and
  (2) Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities and affairs may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection shall:
  (1) Have the powers of a general partner under § 29-708.04 ; and
  (2) Promptly amend the certificate of limited partnership to state:
    (A) That the limited partnership does not have a general partner;
    (B) The name of the person that has been appointed to wind up the limited partnership; and
    (C) The street and mailing address of the person.
(d) On the application of any partner, the Superior Court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities and affairs, if:
  (1) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or
  (2) The applicant establishes other good cause.
D.C. Code § 29-306.54 — DC Code / Title 29 / Chapter 3 / § 29-306.54
§ 29-306.54. Court-ordered indemnification and advance for expenses.
Status: in_force

(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the Superior Court. After receipt of an application and after giving any notice it considers necessary, the court shall:
  (1) Order indemnification if the court determines that the director is entitled to mandatory indemnification under § 29-306.52 ;
  (2) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by § 29-306.58(a) ; or
  (3) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to:
    (A) Indemnify the director; or
    (B) Advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in § 29-306.51(a) , failed to comply with § 29-306.53 , or was adjudged liable in a proceeding referred to in § 29-306.51(d)(1) or (2) of this section, but, if the director was adjudged so liable, indemnification shall be limited to expenses incurred in connection with the proceeding.
(b) If the Superior Court determines that the director is entitled to indemnification under subsection (a)(1) of this section or to indemnification or advance for expenses under subsection (a)(2) of this section, it shall also order the corporation to pay the director’s expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3) of this section, it may also order the corporation to pay the director’s expenses to obtain court-ordered indemnification or advance for expenses.
D.C. Code § 29-1015.01 — DC Code / Title 29 / Chapter 10 / § 29-1015.01
§ 29-1015.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “Constituent limited cooperative association” or “constituent association” means a limited cooperative association or foreign limited cooperative association that is a party to a merger.
(2) “Surviving limited cooperative association” or “surviving association” means a limited cooperative association or foreign limited cooperative association into which one or more other domestic associations or foreign cooperatives associations are merged, whether the domestic or foreign association existed before the merger or is created by the merger.
D.C. Code § 29-107.04 — DC Code / Title 29 / Chapter 1 / § 29-107.04
§ 29-107.04. Relation to Electronic Signatures in Global and National Commerce Act.
Status: in_force

This title shall modify, limit, and supersede the federal Electronic Signatures in Global and National Commerce Act, approved June 30, 2000 (114 Stat. 464; 15 U.S.C. § 7001   et seq.), (“Act”), but shall not modify, limit, or supersede section 101(c) of the Act, or authorize electronic delivery of any of the notices described in section 103(b) of the Act.
D.C. Code § 29-809.11 — DC Code / Title 29 / Chapter 8 / § 29-809.11
§ 29-809.11. Subchapter not exclusive.
Status: in_force

This subchapter shall not preclude a limited liability company from being merged under law other than this chapter.
D.C. Code § 29-703.02 — DC Code / Title 29 / Chapter 7 / § 29-703.02
§ 29-703.02. No agency power of limited partner as limited partner.
Status: in_force

(a) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(b) A person’s status as a limited partner does not prevent or restrict the law, other than in this title, from imposing liability on a limited partnership because of the person’s conduct.
D.C. Code § 29-917 — DC Code / Title 29 / Chapter 9 / § 29-917
§ 29-917. Voting provisions — Application to voting by delegates.
Status: in_force

If an association has provided for voting by delegates, any provision of this chapter referring to votes cast by the members shall apply to votes cast by delegates, but this shall not permit delegates to vote by mail or electronic mail.
D.C. Code § 29-603.05 — DC Code / Title 29 / Chapter 6 / § 29-603.05
§ 29-603.05. Partnership liable for partner’s actionable conduct.
Status: in_force

(a) A partnership shall be liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership shall be liable for the loss.
D.C. Code § 29-411.05 — DC Code / Title 29 / Chapter 4 / § 29-411.05
§ 29-411.05. Dismissal.
Status: in_force

(a) The Superior Court shall dismiss a derivative proceeding on motion by the nonprofit corporation if one of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by a majority vote of:
  (1) Independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or
  (2) A committee consisting of 2 or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum.
(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a member, the complaint shall allege with particularity facts establishing that:
  (1) A majority of the board of directors did not consist of independent directors at the time the determination was made; or
  (2) The requirements of subsection (a) of this section have not been met.
(d) If a majority of the board of directors does not consist of independent directors at the time the determination is made, the nonprofit corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.
(e) The Superior Court may appoint a panel of one or more independent persons upon motion by the nonprofit corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving that the requirements of subsection (a) of this section have not been met.
(f) A person is independent for purposes of this section if the person does not have:
  (1) A material interest in the outcome of the proceeding; or
  (2) A material relationship with a person that has such an interest.
(g) None of the following by itself causes a director to be considered not independent for purposes of this section:
  (1) The nomination, election, or appointment of the director by persons that are defendants in the derivative proceeding or against whom action is demanded;
  (2) The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or
  (3) The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.
D.C. Code § 29-1004.07 — DC Code / Title 29 / Chapter 10 / § 29-1004.07
§ 29-1004.07. Amendment or restatement of articles of organization; filing.
Status: in_force

(a) To amend its articles of organization, a limited cooperative association shall deliver to the Mayor for filing an amendment of the articles, restated articles of organization, or articles of merger pursuant to subchapter XV of this chapter , which contain one or more amendments of the articles of organization, stating:
  (1) The name of the association;
  (2) The date of filing of the association’s initial articles; and
  (3) The changes the amendment makes to the articles as most recently amended or restated.
(b) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly:
  (1) Cause the articles to be amended; or
  (2) If appropriate, deliver an amendment to the Mayor for filing pursuant to § 29-102.01 .
(c) If restated articles of organization are adopted, the restated articles may be delivered to the Mayor for filing in the same manner as an amendment.
(d) Upon filing, an amendment of the articles of organization or other record containing an amendment of the articles which has been properly adopted by the members is effective as provided in § 29-102.03 .
D.C. Code § 29-1116 — DC Code / Title 29 / Chapter 11 / § 29-1116
§ 29-1116. Member’s resignation.
Status: in_force

(a) A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time.
(b) Unless the governing principles provide otherwise, resignation of a member shall not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before resignation.
D.C. Code § 29-102.06 — DC Code / Title 29 / Chapter 1 / § 29-102.06
§ 29-102.06. Duty of Mayor to file; review of refusal to file.
Status: in_force

(a) The Mayor shall file an entity filing delivered to the Mayor for filing which satisfies this title. The duty of the Mayor under this section is ministerial.
(b) When the Mayor files an entity filing, the Mayor shall record it as filed on the date and at the time of its delivery. After filing an entity filing, the Mayor shall deliver to the person that submitted the filing a copy of the filing with an acknowledgment of the date and time of filing.
(c) If the Mayor refuses to file an entity filing, the Mayor shall return the entity filing or notify the person that submitted the filing not later than 15 business days after the filing is delivered, together with a brief explanation in a record of the reason for the refusal. If an entity files a corrected entity filing within 60 days of the date the document was initially rejected for filing, it shall not be required to pay a filing fee. If the entity files a corrected entity filing after that date, it shall be required to pay the applicable filing fee.
(d) If the Mayor refuses to file an entity filing, the person that submitted the filing may seek review of the refusal by the Superior Court under the following procedures:
  (1) The review proceeding shall be commenced by petitioning the court to compel filing of the filing and by attaching to the petition the filing and the explanation of the Mayor of the refusal to file.
  (2) The court may summarily order the Mayor to file the filing or take other action the court considers appropriate.
  (3) The final decision of the court may be appealed as in other civil proceedings.
(e) The filing of or refusal to file an entity filing shall not:
  (1) Affect the validity or invalidity of the filing in whole or in part;
  (2) Affect the correctness or incorrectness of information contained in the filing; or
  (3) Create a presumption that the filing is valid or invalid or that information contained in the filing is correct or incorrect.
D.C. Code § 29-1001.01 — DC Code / Title 29 / Chapter 10 / § 29-1001.01
§ 29-1001.01. Short title.
Status: in_force

This chapter may be cited as the “Uniform Limited Cooperative Association Act of 2010”.
D.C. Code § 29-603.06 — DC Code / Title 29 / Chapter 6 / § 29-603.06
§ 29-603.06. Partner’s liability.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners shall be liable jointly and severally for all debts, obligations, or other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership shall not be personally liable for any partnership debt, obligation, or other liability incurred before the person’s admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, shall be solely the debt, obligation, or other liability of the partnership. A partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such a debt, obligation, or other liability solely by reason of being or so acting as a partner. This subsection shall apply notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under § 29-610.01(b) .
(d) The failure of a limited liability partnership to observe any formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on any partner of the partnership for any debt, obligation, or other liability of the partnership.
(e) The cancellation or administrative revocation of a limited liability partnership’s statement of qualification does not affect this section’s limitation on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.
D.C. Code § 29-608.10 — DC Code / Title 29 / Chapter 6 / § 29-608.10
§ 29-608.10. Court proceedings.
Status: in_force

(a) A dissolved limited liability partnership that has published a notice under § 29-608.09 may file an application with the Superior Court, or, if the principal office is not located in the District, an appropriate court where the office of its principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved partnership, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 29-608.08(c) .
(b) Not later than 10 days after the filing of an application under subsection (a) of this section, the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(c) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.
(d) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a partner or transferee who receives assets in liquidation.
(e) This section applies only to a debt, obligation, or liability incurred while a partnership was a limited liability partnership.
D.C. Code § 29-1008.07 — DC Code / Title 29 / Chapter 10 / § 29-1008.07
§ 29-1008.07. Removal of director.
Status: in_force

Unless the organic rules otherwise provide, the following rules shall apply:
(1) Members may remove a director with or without cause.
(2) A member or members holding at least 10% of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more signed petitions submitted to the officer of the limited cooperative association charged with keeping its records.
(3) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:
  (A) Call a special meeting of members to be held not later than 90 days after receipt of the petition by the association; and
  (B) Mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting which complies with § 29-1005.08 .
(4) A director shall be removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
D.C. Code § 29-406.80 — DC Code / Title 29 / Chapter 4 / § 29-406.80
§ 29-406.80. Business opportunities.
Status: in_force

(a) The taking advantage, directly or indirectly, by a director 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 nonprofit corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated or entitled respecting the opportunity the director brings it to the attention of the corporation and action by the members or the directors disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in § 29-406.70 , as if the decision being made concerned a conflicting interest transaction.
(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 support an inference that the opportunity should have been first presented to the nonprofit corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
(c) For the purposes of this section, the term “director” includes a member of a designated body.