D.C. Code § 29-1002.01 — DC Code / Title 29 / Chapter 10 / § 29-1002.01
§ 29-1002.01. Signing of records delivered for filing to Mayor.
Status: in_force

A record delivered to the Mayor for filing pursuant to this chapter shall be signed as follows:
(1) The initial articles of organization shall be signed by at least one organizer.
(2) A statement of cancellation under § 29-1003.02(d) shall be signed by at least one organizer.
(3) Except as otherwise provided in paragraph (4) of this subsection, a record signed on behalf of an existing limited cooperative association shall be signed by an officer.
(4) A record filed on behalf of a dissolved association shall be signed by a person winding up activities under § 29-1012.06 or a person appointed under § 29-1012.06 to wind up those activities.
(5) Any other record delivered on behalf of a person to the Mayor for filing must be signed by that person.
D.C. Code § 29-1005.17 — DC Code / Title 29 / Chapter 10 / § 29-1005.17
§ 29-1005.17. Districts and delegates; classes of members.
Status: in_force

(a) The organic rules may provide for the formation of geographic districts of patron members and:
  (1) For the conduct of patron member meetings by districts and the election of directors at the meetings; or
  (2) That districts may elect district delegates to represent and vote for the district at members meetings.
(b) A delegate elected under subsection (a)(2) of this section shall have one vote unless voting power is otherwise allocated by the organic rules.
(c) The organic rules may provide for the establishment of classes of members, for the preferences, rights, and limitations of the classes, and:
  (1) For the conduct of members meetings by classes and the election of directors at the meetings; or
  (2) That classes may elect class delegates to represent and vote for the class in members meetings.
(d) A delegate elected under subsection (c)(2) of this section shall have one vote unless voting power is otherwise allocated by the organic rules.
D.C. Code § 29-607.04 — DC Code / Title 29 / Chapter 6 / § 29-607.04
§ 29-607.04. Statement of dissociation.
Status: in_force

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(b) A statement of dissociation shall be a limitation on the authority of a dissociated partner for the purposes of § 29-603.03(d) and (e).
(c) For the purposes of §§ 29-607.02(a)(3) and 29-607.03(b)(3) , a person not a partner shall be deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
D.C. Code § 29-406.21 — DC Code / Title 29 / Chapter 4 / § 29-406.21
§ 29-406.21. Action without meeting.
Status: in_force

(a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent in the form of a record describing the action to be taken and delivers it to the nonprofit corporation.
(b) Action taken under this section shall be the act of the board of directors when one or more consents signed by all the directors are delivered to the nonprofit corporation. The consent may specify the time at which the action taken in the consent is to be effective. A director’s consent may be withdrawn by a revocation in the form of a record signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked consents signed by all the directors.
(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
D.C. Code § 29-410.02 — DC Code / Title 29 / Chapter 4 / § 29-410.02
§ 29-410.02. Member approval of certain dispositions.
Status: in_force

(a) Except as otherwise provided in the articles of incorporation or bylaws, a sale, lease, exchange, or other disposition of assets, other than a disposition described in § 29-410.01 , shall require approval of the nonprofit corporation’s members.
(b) A disposition that requires approval of the members under subsection (a) of this section shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of the resolution, the board of directors shall submit the proposed disposition to the members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.
(c) The board of directors may condition its submission of a disposition to the members under subsection (b) of this section on any basis.
(d) If a disposition is required to be approved by the members under subsection (a) of this section, and if the approval is to be given at a meeting, the nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the meeting of members at which the disposition 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 disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation.
(e) Unless the articles of incorporation or bylaws, or the board of directors acting pursuant to subsection (c) of this section, requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the members shall require the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the disposition, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.
(f) After a disposition has been approved by the members under subsection (e) of this section, and at any time before the disposition has been consummated, it may be abandoned by the nonprofit corporation without action by the members, subject to any contractual rights of other parties to the disposition.
(g) A disposition of assets in the course of dissolution under subchapter XII of this chapter shall not be governed by this section.
(h) The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent nonprofit corporation for the purposes of this section.
(i) In addition to the approval of a disposition of assets by the board of directors and members as required by this section, the disposition 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 § 29-408.01 — DC Code / Title 29 / Chapter 4 / § 29-408.01
§ 29-408.01. Authority to amend.
Status: in_force

A nonprofit corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles.
D.C. Code § 29-609.02 — DC Code / Title 29 / Chapter 6 / § 29-609.02
§ 29-609.02. Merger of partnerships.
Status: in_force

(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships.
(b) The plan of merger shall set forth:
  (1) The name of each partnership that is a party to the merger;
  (2) The name of the surviving partnership into which the other partnerships will merge;
  (3) The terms and conditions of the merger;
  (4) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving partnership, or into money or other property in whole or part; and
  (5) The street address of the surviving partnership’s principal office.
(c) The plan of merger shall be approved by all of the partners, or a number or percentage specified for merger in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger shall be effective on the later of:
  (1) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
  (2) Any effective date specified in the plan of merger.
(f) A merger in which a partnership and another form of entity are parties shall be governed by Chapter 2 of this title .
D.C. Code § 29-205.02 — DC Code / Title 29 / Chapter 2 / § 29-205.02
§ 29-205.02. Plan of domestication.
Status: in_force

(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan shall be in a record and contain:
  (1) The name and type of the domesticating entity;
  (2) The name and jurisdiction of formation of the domesticated entity;
  (3) The manner of converting the interests in the domesticating 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 domesticated entity if it is a filing entity;
  (5) The full text of the private organic rules of the domesticated entity that are proposed to be in a record;
  (6) The other terms and conditions of the domestication; and
  (7) Any other provision required by the law of the District or the organic rules of the domesticating entity.
(b) A plan of domestication may contain any other provision not prohibited by law.
D.C. Code § 29-308.01 — DC Code / Title 29 / Chapter 3 / § 29-308.01
§ 29-308.01. Authority to amend.
Status: in_force

(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
(b) A shareholder of the corporation shall not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
D.C. Code § 29-411.04 — DC Code / Title 29 / Chapter 4 / § 29-411.04
§ 29-411.04. Stay of proceedings.
Status: in_force

If the nonprofit corporation commences an inquiry into the allegations made in the demand or complaint, the Superior Court may stay any derivative proceeding for such period as the court considers appropriate.
D.C. Code § 29-1123 — DC Code / Title 29 / Chapter 11 / § 29-1123
§ 29-1123. Reimbursement; indemnification; advancement of expenses.
Status: in_force

(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the member’s or manager’s activities on behalf of the association;
(b) An unincorporated nonprofit association may indemnify a member or manager for any debt, obligation, or other liability incurred in the course of the member’s or manager’s activities on behalf of the association if the person seeking indemnification has complied with § 29-1114 or § 29-1119 . Governing principles in a record may broaden or limit indemnification.
(c) If a person is made, or threatened to be made, a party in an action based on that person’s activities on behalf of an unincorporated nonprofit association and the person makes a request in a record to the association, a majority of the disinterested managers may approve in a record advance payment, or reimbursement, by the association, of all or a part of the reasonable expenses, including attorneys’ fees and costs, incurred by the person before the final disposition of the proceeding. To be entitled to an advance payment or reimbursement, the person shall state in a record that the person has a good faith belief that the criteria for indemnification in subsection (b) of this section have been satisfied and that the person will repay the amounts advanced or reimbursed if the criteria for payment have not been satisfied. The governing principles in a record may broaden or limit the advance payments or reimbursements.
(d) An unincorporated nonprofit association may purchase insurance on behalf of a member or manager for liability asserted against or incurred by the member or manager in the capacity of a member or manager, whether or not the association has authority under this chapter to reimburse, indemnify, or advance expenses to the member or manager against liability.
(e) The rights of reimbursement, indemnification, and advancement of expenses under this section shall apply to a former member or manager for an activity undertaken on behalf of the unincorporated nonprofit association while a member or manager.
D.C. Code § 29-1112 — DC Code / Title 29 / Chapter 11 / § 29-1112
§ 29-1112. Approval by members.
Status: in_force

(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall have the approval of its members to:
  (1) Admit, suspend, dismiss, or expel a member;
  (2) Select and dismiss a manager;
  (3) Adopt, amend, or repeal the governing principles;
  (4) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the association’s property, with or without the association’s goodwill, outside the ordinary course of its activities;
  (5) Dissolve under § 29-1124 or merge under § 29-1126 ;
  (6) Undertake any other act outside the ordinary course of the association’s activities; or
  (7) Determine the policy and purposes of the association.
(b) An unincorporated nonprofit association shall have the approval of the members to do any other act or exercise a right that the governing principles require to be approved by members.
D.C. Code § 29-306.59 — DC Code / Title 29 / Chapter 3 / § 29-306.59
§ 29-306.59. Exclusivity of part.
Status: in_force

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this part.
D.C. Code § 29-304.23 — DC Code / Title 29 / Chapter 3 / § 29-304.23
§ 29-304.23. Share dividends.
Status: in_force

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection shall be a share dividend.
(b) Shares of one class or series shall not be issued as a share dividend in respect of shares of another class or series unless:
  (1) The articles of incorporation so authorize;
  (2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
  (3) There are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date shall be the date the board of directors authorizes the share dividend.
D.C. Code § 29-705.05 — DC Code / Title 29 / Chapter 7 / § 29-705.05
§ 29-705.05. No distribution on account of dissociation.
Status: in_force

A person shall not have a right to receive a distribution on account of dissociation.
D.C. Code § 29-1005.03 — DC Code / Title 29 / Chapter 10 / § 29-1005.03
§ 29-1005.03. No agency power of member as member.
Status: in_force

(a) A member is not an agent of a limited cooperative association solely by reason of being a member.
(b) A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited cooperative association because of the person’s conduct.
D.C. Code § 29-710.08 — DC Code / Title 29 / Chapter 7 / § 29-710.08
§ 29-710.08. Power of general partners and persons dissociated as general partners to bind limited partnership after merger.
Status: in_force

(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:
  (1) Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02 ; and
  (2) At the time the third party enters into the transaction, the third party:
    (A) Does not have notice of the merger; and
    (B) Reasonably believes that the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(b) An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:
  (1) Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02 if the person had been a general partner; and
  (2) At the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:
    (A) Does not have notice of the dissociation;
    (B) Does not have notice of the merger; and
    (C) Reasonably believes that the surviving limited partnership is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(c) If a person having knowledge of the merger causes a surviving limited partnership to incur an obligation under subsection (a) or (b) of this section, the person shall be liable:
  (1) To the surviving limited partnership for any damage caused to the surviving limited partnership arising from the obligation; and
  (2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from that liability.
D.C. Code § 29-301.04 — DC Code / Title 29 / Chapter 3 / § 29-301.04
§ 29-301.04. Reference to extrinsic facts in plans or filed documents.
Status: in_force

(a) For the purposes of this subsection, the term:
  (1) “Filed document” means a document delivered to the Mayor for filing under any provision of this chapter except § 29-102.11 .
  (2) “Plan” means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange.
(b) Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:
  (1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document.
  (2) The facts may include:
    (A) Any of the following that is available in a nationally recognized news or information medium, either in print or electronically:
      (i) Statistical or market indices;
      (ii) Market prices of any security or group of securities;
      (iii) Interest rates;
      (iv) Currency exchange rates; or
      (v) Similar economic or financial data;
    (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or
    (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
  (3) The following provisions of a plan or filed document shall not be made dependent on facts outside the plan or filed document:
    (A) The name and address of any person required in a filed document;
    (B) The registered agent of any entity required in a filed document;
    (C) The number of authorized shares and designation of each class or series of shares;
    (D) The effective date of a filed document; or
    (E) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.
  (4) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in paragraph (2)(A) of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, the corporation shall file with the Mayor articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this paragraph shall be deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
D.C. Code § 29-708.02 — DC Code / Title 29 / Chapter 7 / § 29-708.02
§ 29-708.02. Judicial dissolution.
Status: in_force

On application by a partner the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities and affairs of the limited partnership in conformity with the partnership agreement.
D.C. Code § 29-305.26 — DC Code / Title 29 / Chapter 3 / § 29-305.26
§ 29-305.26. Action by single and multiple voting groups.
Status: in_force

(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § 29-305.25 .
(b) If the articles of incorporation or this chapter provide for voting by 2 or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 29-305.25 . Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
D.C. Code § 29-925 — DC Code / Title 29 / Chapter 9 / § 29-925
§ 29-925. Share and membership certificates; issuance and contents.
Status: in_force

No certificate for share or membership capital shall be issued until the par value thereof has been paid for in full. A full or condensed statement of the requirements of §§ 29-913 , 29-914 , 29-915 , and 29-927 shall be printed upon each certificate issued by an association.
D.C. Code § 29-601.11 — DC Code / Title 29 / Chapter 6 / § 29-601.11
§ 29-601.11. Liability for inaccurate information in filed record.
Status: in_force

(a) If a record delivered to the Mayor for filing under this title 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 partner, if:
    (A) The record was delivered for filing on behalf of the partnership; and
    (B) The partner had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the partner reasonably could have:
      (i) Effected an amendment under § 29-610.01(h) ;
      (ii) Filed a petition under § 29-601.10 ; or
      (iii) Delivered to the Mayor for filing a statement of change under § 29-104.07 or a statement of correction under § 29-102.05 .
(b) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of making false statements that the information stated in the record is accurate.
D.C. Code § 29-601.09 — DC Code / Title 29 / Chapter 6 / § 29-601.09
§ 29-601.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership.
Status: in_force

(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 29-605.04 to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
  (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and
  (2) Is not effective to the extent the amendment:
    (A) Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or
    (B) Prejudices the rights under § 29-607.01 of a person that dissociated as a partner before the amendment was made.
(c) If a record delivered by a partnership to the Mayor for filing becomes effective under this chapter and contains a provision that would be ineffective under § 29-601.04(b) or (d)(2) if contained in the partnership agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a partnership to the Mayor for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement:
  (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and
  (2) The record prevails as to other persons to the extent they reasonably rely on the record.
D.C. Code § 29-709.04 — DC Code / Title 29 / Chapter 7 / § 29-709.04
§ 29-709.04. Pleading.
Status: in_force

In a derivative action, the complaint shall state with particularity:
(1) The date and content of plaintiff’s demand and the general partners’ response to the demand; or
(2) Why demand should be excused as futile.
D.C. Code § 29-1008.13 — DC Code / Title 29 / Chapter 10 / § 29-1008.13
§ 29-1008.13. Meetings and notice.
Status: in_force

(a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings shall not be required.
(b) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors shall be given to all directors at least 3 days before the meeting, the notice shall contain a statement of the purpose of the meeting, and the meeting shall be limited to the matters contained in the statement.
D.C. Code § 29-1010.01 — DC Code / Title 29 / Chapter 10 / § 29-1010.01
§ 29-1010.01. Members’ contributions.
Status: in_force

The organic rules shall establish the amount, manner, or method of determining any contribution requirements for members or shall authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.
D.C. Code § 29-806.01 — DC Code / Title 29 / Chapter 8 / § 29-806.01
§ 29-806.01. Member’s power to dissociate; wrongful dissociation.
Status: in_force

(a) A person may dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under § 29-806.02(1) .
(b) A person’s dissociation from a limited liability company shall be wrongful only if the dissociation:
  (1) Is in breach of an express provision of the operating agreement; or
  (2) Occurs before the completion of the winding up of the company and:
    (A) The person withdraws as a member by express will;
    (B) The person is expelled as a member by judicial order under § 29-80.602(5) [ § 29-806.02(5) ];
    (C) The person is dissociated under § 29-806.02(7)(A) by becoming a debtor in bankruptcy; or
    (D) In the case of a person that is not a trust (other than a business trust), an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a member shall be liable to the limited liability company and, subject to § 29-808.01 , to the other members for damages caused by the dissociation. The liability shall be in addition to any other debt, obligation, or other liability of the member to the company or the other members.
D.C. Code § 29-802.05 — DC Code / Title 29 / Chapter 8 / § 29-802.05
§ 29-802.05. 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 a 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) Subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if:
    (A) The record was delivered for filing on behalf of the company; and
    (B) The member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
      (i) Effected an amendment under § 29-802.02 ;
      (ii) Filed a petition under § 29-802.04 ; or
      (iii) Delivered 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 .
(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Mayor for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection (a)(2) of this section shall apply to those other members and not to the member that the operating agreement relieves of the responsibility.
(c) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of making false statements that the information stated in the record is accurate.
D.C. Code § 29-703.04 — DC Code / Title 29 / Chapter 7 / § 29-703.04
§ 29-703.04. Right of limited partner and former limited partner to information.
Status: in_force

(a) On 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s principal office. The limited partner need not have any particular purpose for seeking the information.
(b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership as is just and reasonable if:
  (1) The limited partner seeks the information for a purpose reasonably related to the partner’s interest as a limited partner;
  (2) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and
  (3) The information sought is directly connected to the limited partner’s purpose.
(c) Within 10 days after receiving a demand pursuant to subsection (b) of this section, the limited partnership in a record shall inform the limited partner that made the demand:
  (1) What information the limited partnership will provide in response to the demand;
  (2) When and where the limited partnership will provide the information; and
  (3) If the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining.
(d) Subject to subsection (f) of this section, a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership’s principal office if:
  (1) The information pertains to the period during which the person was a limited partner;
  (2) The person seeks the information in good faith; and
  (3) The person meets the requirements of subsection (b) of this section.
(e) The limited partnership shall respond to a demand made pursuant to subsection (d) of this section in the same manner as provided in subsection (c) of this section.
(f) If a limited partner dies, § 29-707.04 shall apply.
(g) A limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership shall have the burden of proving reasonableness.
(h) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(i) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner’s decision that the limited partnership knows.
(j) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) of this section or by the partnership agreement shall apply both to the attorney or other agent and to the limited partner or person dissociated as a limited partner.
(k) The rights stated in this section shall not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.
D.C. Code § 29-704.04 — DC Code / Title 29 / Chapter 7 / § 29-704.04
§ 29-704.04. General partner’s liability.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c) of this section, all general partners shall be liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner of an existing limited partnership is not be personally liable for a debt, obligation, or other liability of a limited partnership incurred before the person became a general partner.
(c) A debt, obligation, or other liability of a limited partnership incurred while the limited partnership is a limited partnership, whether arising in contract tort, or otherwise, and that is incurred while the limited partnership is a limited liability partnership, is solely an obligation of the limited partnership. A general partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such debt, obligation, or other liability solely by reason of being or acting as a general partner. This subsection shall apply despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under § 29-704.06(b)(2) .
(d) The failure of a limited liability limited partnership 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 a general partner of the limited liability limited partnership for a debt, obligation, or liability of the partnership.
(e) An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
D.C. Code § 29-1205.11 — DC Code / Title 29 / Chapter 12 / § 29-1205.11
§ 29-1205.11. Delegation by trustee.
Status: in_force

(a) A trustee may delegate duties and powers. The trustee shall exercise the care a person in a similar position would reasonably believe appropriate under similar circumstances in:
  (1) Selecting an agent;
  (2) Establishing the scope and terms of the delegation; and
  (3) Periodically reviewing the agent’s actions to monitor the agent’s performance and compliance with the terms of the delegation.
(b) Subject to subsection (a) of this section, a trustee may delegate duties and powers to a co-trustee.
(c) In performing a delegated function, an agent of a trustee shall owe a duty to the statutory trust to exercise reasonable care to comply with the terms of the delegation.
(d) A trustee that complies with subsection (a) of this section shall not be liable to a beneficial owner or to the statutory trust for an act or omission of the agent of the trustee to which a function was delegated.
(e) An agent of a trustee submits to the jurisdiction of the courts of the District by accepting a delegation of powers or duties from a trustee with respect to a claim related to the agency.
D.C. Code § 29-1207.06 — DC Code / Title 29 / Chapter 12 / § 29-1207.06
§ 29-1207.06. Chapter not exclusive.
Status: in_force

This chapter shall not preclude an organization from being merged under law other than this chapter.
D.C. Code § 29-1008.06 — DC Code / Title 29 / Chapter 10 / § 29-1008.06
§ 29-1008.06. Resignation of director.
Status: in_force

A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation shall be effective when the notice is received by the association.
D.C. Code § 29-1205.08 — DC Code / Title 29 / Chapter 12 / § 29-1205.08
§ 29-1205.08. Trustee’s right to information.
Status: in_force

A trustee shall have the right to receive from a statutory trust or another trustee information relating to the affairs of the trust which is reasonably related to the trustee’s discharge of the trustee’s duties as trustee. The trustee may enforce this right by summary proceeding in the Superior Court.
D.C. Code § 29-406.56 — DC Code / Title 29 / Chapter 4 / § 29-406.56
§ 29-406.56. Indemnification of officers.
Status: in_force

(a) A nonprofit corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is or was an officer of the corporation:
  (1) To the same extent as a director; and
  (2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for:
    (A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
    (B) Liability arising out of conduct that constitutes:
      (i) Receipt by the officer of a financial benefit to which the officer is not entitled;
      (ii) An intentional infliction of harm on the corporation or the members; or
      (iii) An intentional violation of criminal law.
(b) Subsection (a)(2) of this section shall apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director shall be entitled to mandatory indemnification under § 29-406.52 , and may apply to a court under § 29-406.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
D.C. Code § 29-301.20 — DC Code / Title 29 / Chapter 3 / § 29-301.20
§ 29-301.20. Number of shareholders.
Status: in_force

(a) For the purposes of this chapter, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder:
  (1) Three or fewer co-owners;
  (2) A corporation, partnership, trust, estate, or other entity;
  (3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For the purposes of this chapter, shareholdings registered in substantially similar names shall constitute one shareholder if it is reasonable to believe that the names represent the same person.
D.C. Code § 29-305.51 — DC Code / Title 29 / Chapter 3 / § 29-305.51
§ 29-305.51. Standing.
Status: in_force

A shareholder shall not commence or maintain a derivative proceeding unless the shareholder:
(1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one that was a shareholder at that time; and
(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
D.C. Code § 29-302.05 — DC Code / Title 29 / Chapter 3 / § 29-302.05
§ 29-302.05. Organization of corporation.
Status: in_force

(a) After incorporation:
  (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
  (2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:
    (A) Directors and complete the organization of the corporation; or
    (B) A board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or outside of the District.
D.C. Code § 29-311.12 — DC Code / Title 29 / Chapter 3 / § 29-311.12
§ 29-311.12. Appraisal notice and form.
Status: in_force

(a) If a corporate action requiring appraisal rights under § 29-311.02(a) becomes effective, the corporation shall send an appraisal notice in a record and form required by subsection (b)(1) of this section to all shareholders who satisfy the requirements of § 29-311.11(a) or (b). In the case of a merger under § 29-309.05 , the parent shall send an appraisal notice in a record and form to all record shareholders that may be entitled to assert appraisal rights.
(b) The appraisal notice shall be delivered no earlier than the date the corporate action specified in § 29-311.02(a) became effective, and no later than 10 days after such date, and shall:
  (1) Supply a form that:
    (A) Specifies the first date of any announcement to shareholders made before the date the corporate action became effective of the principal terms of the proposed corporate action;
    (B) If such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date; and
    (C) Requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction;
  (2) State:
    (A) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date shall not be earlier than the date for receiving the required form under subparagraph (B) of this paragraph;
    (B) A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the appraisal notice is sent, and state that the shareholder has waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;
    (C) The corporation’s estimate of the fair value of the shares;
    (D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within 10 days after the date specified in paragraph (2)(B) of this subsection the number of shareholders that return the forms by the specified date and the total number of shares owned by them; and
    (E) The date by which the notice to withdraw under § 29-311.13 shall be received, which date must be within 20 days after the date specified [in] subparagraph (B) of this paragraph; and
  (3) Be accompanied by a copy of this subchapter.
D.C. Code § 29-412.20 — DC Code / Title 29 / Chapter 4 / § 29-412.20
§ 29-412.20. Grounds for judicial dissolution or other equitable relief.
Status: in_force

(a) The Superior Court may dissolve a nonprofit corporation, place a corporation in receivership, impose a constructive trust on compensation paid to a corporation’s director, officer, or manager, or grant other injunctive or equitable relief with respect to a corporation:
  (1) In a proceeding by the Attorney General for the District of Columbia if it is established that:
    (A) The corporation obtained its articles of incorporation through fraud;
    (B) The corporation has exceeded or abused and is continuing to exceed or abuse the authority conferred upon it by law; or
    (C) The corporation has continued to act contrary to its nonprofit purposes;
  (2) Except as otherwise provided in the articles of incorporation or bylaws, in a proceeding by 50 members or members holding at least 5% of the voting power, whichever is less, or by a director or member of a designated body, if it is established that:
    (A) The directors or a designated body are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the corporation or its mission is threatened or being suffered because of the deadlock;
    (B) The directors or those in control of the corporation 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, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or otherwise would have, expired;
    (D) The corporate assets are being misapplied or wasted; or
    (E) The corporation has insufficient assets to continue its activities and it is no longer able to assemble a quorum of directors or members;
  (3) In a proceeding by a creditor, if it is established that:
    (A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
    (B) The corporation has admitted in a record that the creditor’s claim is due and owing and the corporation is insolvent; or
  (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(b) (1) If the Attorney General, in the course of an investigation to determine whether to bring a court action under this section, has reason to believe that a person may have information, or may be in possession, custody, or control of documentary material, relevant to the investigation, the Attorney General may issue in writing, and cause to be served upon the person, a subpoena requiring the person to give oral testimony under oath, or to produce records, books, papers, contracts, electronically-stored data, and other documentary material for inspection and copying.
  (2) Information obtained pursuant to this authority to subpoena shall not be admissible in a later criminal proceeding against the person who provided the information.
  (3) The Attorney General may petition the Superior Court for an order compelling compliance with a subpoena issued pursuant to this authority to subpoena.
D.C. Code § 29-204.05 — DC Code / Title 29 / Chapter 2 / § 29-204.05
§ 29-204.05. Statement of conversion; effective date.
Status: in_force

(a) A statement of conversion shall be signed on behalf of the converting entity and delivered to the Mayor for filing.
(b) A statement of conversion shall contain:
  (1) The name, jurisdiction of formation, and type of entity of the converting entity;
  (2) The name, jurisdiction of formation, and type of entity of the converted entity;
  (3) If the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which shall not be more than 90 days after the date of filing;
  (4) If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this subchapter or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of formation;
  (5) If the converted entity is a domestic filing entity, the text of its public organic record as an attachment; and
  (6) If the converted entity is a domestic limited liability partnership, the text of its statement of qualification as an attachment; and
  (7) If the converted entity is a foreign entity that is not a registered foreign entity, a mailing address to which process may be served pursuant to § 29-204.06(e) .
(c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic record, if any, shall satisfy the requirements of the law of the District, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) A plan of conversion that is signed on behalf of a domestic converting entity and meets all of the requirements of subsection (b) of this section may be delivered to the Mayor for filing instead of a statement of conversion and, upon filing by the Mayor, shall have the same effect. If a plan of conversion is filed as provided in this subsection, references in this chapter to a statement of conversion shall refer to the plan of conversion filed under this subsection.
(f) A statement of conversion shall be effective upon the date and time of filing or the later date and time specified in the statement of conversion.
D.C. Code § 29-1010.08 — DC Code / Title 29 / Chapter 10 / § 29-1010.08
§ 29-1010.08. Liability for improper distributions; limitation of action.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, if a director of a limited cooperative association consents to a distribution made in violation of § 29-1010.07 and in consenting to the distribution fails to comply with § 29-1008.18 , the director is personally liable to the association for the amount of the distribution that exceeds the amount which could have been distributed without violating § 29-1010.07 .
(b) A person that receives a distribution knowing that the distribution was made in violation of § 29-1010.07 shall be personally liable to the limited cooperative association to the extent the distribution exceeded the amount that could have been properly paid.
(c) A director against whom an action is commenced under subsection (a) of this section may implead in the action any:
  (1) Other person who is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and
  (2) Person that receives a distribution in violation of subsection (b) of this section and may seek to enforce a right of contribution from the person in the amount the person received in violation [of] subsection (b) of this section.
(d) An action under this section shall be barred if it is commenced later than 2 years after the distribution.
D.C. Code § 29-401.04 — DC Code / Title 29 / Chapter 4 / § 29-401.04
§ 29-401.04. Reference to extrinsic facts in plans or filed documents.
Status: in_force

(a) For the purposes of this subsection, the term:
  (1) “Filed record” means a record delivered to the Mayor for filing under any provision of this chapter except § 29-102.11 .
  (2) “Plan” means a plan of domestication, business conversion, entity conversion, merger or membership exchange.
(b) Whenever a provision of this chapter permits any of the terms of a plan or a filed record to be dependent on facts objectively ascertainable outside the plan or filed record, the following rules apply:
  (1) The manner in which the facts will operate upon the terms of the plan or filed record shall be set forth in the plan or filed record.
  (2) The facts may include:
    (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically:
      (i) Statistical or market indices;
      (ii) Market prices of any security or group of securities;
      (iii) Interest rates;
      (iv) Currency exchange rates; or
      (v) Similar economic or financial data;
    (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed record; or
    (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or record.
D.C. Code § 29-305.06 — DC Code / Title 29 / Chapter 3 / § 29-305.06
§ 29-305.06. Waiver of notice.
Status: in_force

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in a record, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder’s attendance at a meeting waives object to:
  (1) Lack of notice or defective notice of the meeting, unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and
  (2) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
D.C. Code § 29-105.06 — DC Code / Title 29 / Chapter 1 / § 29-105.06
§ 29-105.06. Noncomplying name of foreign entity.
Status: in_force

(a) A registered foreign entity whose name does not comply with § 29-103.01 for an entity of its type shall not register to do business in the District until it adopts, for the purpose of doing business in the District, an alternate name that complies with § 29-103.01 . A registered foreign entity that registers under an alternate name under this subsection need not comply with subchapter I-C of Chapter 48 of Title 47 . After registering to do business in the District with an alternate name, a registered foreign entity may do business in the District under:
  (1) The alternate name;
  (2) Its entity name, with the addition of its jurisdiction of formation clearly identified; or
  (3) An assumed or fictitious name the entity is authorized to use under subchapter I-C of Chapter 48 of Title 47 .
(b) If a registered foreign entity changes its name to one that does not comply with § 29-103.01 , it shall not do business in the District until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with § 29-103.01 .
D.C. Code § 29-304.24 — DC Code / Title 29 / Chapter 3 / § 29-304.24
§ 29-304.24. Share options.
Status: in_force

(a) (1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:
    (A) The terms upon which the rights, options, or warrants are issued; and
    (B) The terms, including the consideration, for which the shares or other securities are to be issued.
  (2) The authorization by the board of directors for the corporation to issue the rights, options, or warrants under paragraph (1) of this subsection shall constitute authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.
(b) The terms and conditions of the rights, options, or warrants, including those outstanding on the effective date of this section, may include restrictions or conditions that:
  (1) Preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of any such person; or
  (2) Invalidate or void the rights, options, or warrants held by any such person or any such transferee.
D.C. Code § 29-701.05 — DC Code / Title 29 / Chapter 7 / § 29-701.05
§ 29-701.05. Powers.
Status: in_force

A limited partnership shall have the powers to do all things necessary or convenient to carry on its activities or affairs, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
D.C. Code § 29-305.25 — DC Code / Title 29 / Chapter 3 / § 29-305.25
§ 29-305.25. Quorum and voting requirements for voting groups.
Status: in_force

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b) Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c) If a quorum exists, action on a matter, other than the election of directors, by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation require a greater number of affirmative votes.
(d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section shall be governed by § 29-305.27 .
(e) The election of directors shall be governed by § 29-305.28 .
D.C. Code § 29-1015.08 — DC Code / Title 29 / Chapter 10 / § 29-1015.08
§ 29-1015.08. Subchapter not exclusive.
Status: in_force

This subchapter shall not prohibit a limited cooperative association from being merged under law other than this chapter.
D.C. Code § 29-1206.14 — DC Code / Title 29 / Chapter 12 / § 29-1206.14
§ 29-1206.14. Special litigation committee.
Status: in_force

(a) If a statutory trust is named as or made a party in a derivative proceeding, the trust may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the trust. If the trust appoints a special litigation committee, on motion by the committee made in the name of the trust, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation. This subsection does not prevent the court from enforcing a person’s right to information under § 29-1205.08 or § 29-1206.08 , for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be trustees.
(c) A special litigation committee may be appointed:
  (1) By a majority of the trustees not named as defendants or plaintiffs in the proceeding; and
  (2) If all trustees are named as defendants or plaintiffs in the proceeding, by a majority of the trustees named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the statutory trust that the proceeding:
  (1) Continue under the control of the plaintiff;
  (2) Continue under the control of the committee;
  (3) Be settled on terms approved by the committee; or
  (4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
D.C. Code § 29-1015.03 — DC Code / Title 29 / Chapter 10 / § 29-1015.03
§ 29-1015.03. Notice and action on plan of merger.
Status: in_force

(a) For a limited cooperative association to merge with another constituent limited cooperative association, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the association’s organic rules.
(b) The board of directors shall call a members meeting to consider a plan of merger approved by the board, 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 of merger, 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 of merger or, if the board determines that because of conflict of interest or other special 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 of merger to the members; and
  (4) Notice of the meeting at which the plan of merger will be considered, which shall be given in the same manner as notice of a special meeting of members.
D.C. Code § 29-313.05 — DC Code / Title 29 / Chapter 3 / § 29-313.05
§ 29-313.05. Inspection of records by directors.
Status: in_force

(a) A director of a corporation shall be entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b) The Superior Court may order inspection and copying of the books, records, and documents at the corporation’s expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the Superior Court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s expenses incurred in connection with the application.
D.C. Code § 29-610.06 — DC Code / Title 29 / Chapter 6 / § 29-610.06
§ 29-610.06. Judicial review of denial of reinstatement.
Status: in_force

(a) If the Mayor denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the Mayor shall serve the partnership with notice in a record that explains the reasons for the denial.
(b) A partnership may seek judicial review of a denial of reinstatement in Superior Court not later than 30 days after service of the notice of denial.
D.C. Code § 29-409.08 — DC Code / Title 29 / Chapter 4 / § 29-409.08
§ 29-409.08. Abandonment of a merger or membership exchange.
Status: in_force

(a) Unless otherwise provided in a plan of merger or membership exchange or in the organic law of a foreign nonprofit corporation that is a party to a merger or a membership exchange, after the plan has been adopted and approved as required by this subchapter, and at any time before the merger or membership exchange has become effective, it may be abandoned by a domestic nonprofit corporation that is a party thereto without action by its members, in accordance with any procedures set forth in the plan of merger or membership exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or membership exchange.
(b) If a merger or membership exchange is abandoned under subsection (a) of this section after articles of merger or membership exchange have been delivered to the Mayor for filing but before the merger or membership exchange has become effective, a statement that the merger or membership exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or membership exchange by an officer or other duly authorized representative, shall be delivered to the Mayor for filing prior to the effective date of the merger or membership exchange. Upon filing, the statement shall be effective and the merger or membership exchange shall be deemed abandoned and shall not become effective.
D.C. Code § 29-405.23 — DC Code / Title 29 / Chapter 4 / § 29-405.23
§ 29-405.23. Acceptance of votes.
Status: in_force

(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the membership corporation if acting in good faith may accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member.
(b) If the name signed on a ballot, consent, waiver, or proxy appointment does not correspond to the name of its member, the membership corporation if acting in good faith may nevertheless accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:
  (1) The member 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 member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment;
  (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment;
  (4) The name signed purports to be that of a beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the ballot, consent, waiver, or proxy appointment; or
  (5) Two or more persons are the member 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 membership corporation may reject a ballot, 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 member.
(d) The membership corporation and its officer or agent that accepts or rejects a ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or § 29-405.22(b) shall not be liable in damages to the member for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a ballot, consent, waiver, or proxy appointment under this section shall be valid unless a court of competent jurisdiction determines otherwise.
D.C. Code § 29-305.42 — DC Code / Title 29 / Chapter 3 / § 29-305.42
§ 29-305.42. Shareholder agreements.
Status: in_force

(a) An agreement among the shareholders of a corporation that complies with this section shall be effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it:
  (1) Eliminates the board of directors or restricts the discretion or powers of the board of directors;
  (2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in § 29-304.60 ;
  (3) Establishes who will be directors or officers of the corporation, their terms of office, or manner of their selection or removal;
  (4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;
  (5) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them;
  (6) Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the activities and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;
  (7) Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or
  (8) Otherwise governs the exercise of the corporate powers or the management of the activities and affairs of the corporation or the relationship among the shareholders, the directors, and the corporation, or among any of them, and is not contrary to public policy.
(b) An agreement authorized by this section shall be:
  (1) Set forth in:
    (A) The articles of incorporation or bylaws and approved by all persons that are shareholders at the time of the agreement; or
    (B) A written agreement that is signed by all persons that are shareholders at the time of the agreement and is made known to the corporation;
  (2) Subject to amendment only by all persons that are shareholders at the time of the amendment, unless the agreement provides otherwise; and
  (3) Valid for 10 years, unless the agreement provides otherwise.
(c) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by § 29-304.26(b) . If, at the time of the agreement, the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares that, at the time of purchase, did not have knowledge of the existence of the agreement may rescind the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this subsection shall be commenced within the earlier of 90 days after discovery of the existence of the agreement or 2 years after the time of purchase of the shares.
(d) An agreement authorized by this section shall cease to be effective when the corporation becomes a public corporation. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation’s articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.
(e) An agreement authorized by this section that limits the discretion or powers of the board of directors relieves the directors of, and imposes upon the person or persons in which the discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.
(f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.
(g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.
D.C. Code § 29-305.55 — DC Code / Title 29 / Chapter 3 / § 29-305.55
§ 29-305.55. Discontinuance or settlement.
Status: in_force

A derivative proceeding shall not be discontinued or settled without the Superior Court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
D.C. Code § 29-603.03 — DC Code / Title 29 / Chapter 6 / § 29-603.03
§ 29-603.03. Statement of partnership authority.
Status: in_force

(a) A partnership may deliver to the Mayor for filing a statement of partnership authority, which:
  (1) Shall include:
    (A) The name of the partnership;
    (B) The street address of its principal office and of one office in District, if there is one;
    (C) The names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purposes of subsection (b) of this section; and
    (D) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
  (2) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to § 29-601.05(c) and states the name of the partnership, but does not contain all of the other information required by subsection (a) of this section, the statement shall nevertheless operate with respect to a person not a partner as provided in subsections (d) and (e) of this section.
(d) Except as otherwise provided in subsection (g) of this section, a filed statement of partnership authority shall supplement the authority of a partner to enter into transactions on behalf of the partnership as follows:
  (1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority shall be conclusive in favor of a person that gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority shall revive the previous grant of authority.
  (2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property shall be conclusive in favor of a person that gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority shall revive the previous grant of authority[.]
(e) A person not a partner shall be deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.
(f) Except as otherwise provided in subsections (d) and (e) of this section and §§ 29-607.04 and 29-608.05 , a person not a partner shall not be deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
(g) Unless earlier canceled, a filed statement of partnership authority shall be canceled by operation of law 5 years after the date on which the statement, or the most recent amendment, was delivered to the Mayor for filing.
D.C. Code § 29-306.51 — DC Code / Title 29 / Chapter 3 / § 29-306.51
§ 29-306.51. Permissible indemnification.
Status: in_force

(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if the director:
  (1) (A) Conducted himself or herself in good faith;
    (B) Reasonably believed:
      (i) In the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and
      (ii) In all other cases, that the director’s conduct was at least not opposed to the best interests of the corporation; and
    (C) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; or
  (2) Engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by § 29-302.02(b)(5) .
(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan shall be conduct that satisfies subsection (a)(1)(B)(ii) of this section.
(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(d) Unless ordered by the Superior Court under § 29-306.54(a)(3) , a corporation may not indemnify a director in connection with a proceeding:
  (1) By or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or
  (2) With respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which the director was not entitled, whether or not involving action in the director’s official capacity.
D.C. Code § 29-920 — DC Code / Title 29 / Chapter 9 / § 29-920
§ 29-920. Removal of directors and officers; vote required for approval; vacancies.
Status: in_force

A director or officer may be removed, with or without cause, by a vote of 2  /3   of the members voting at a regular or special meeting. The director or officer involved shall have an opportunity to be heard in person or by counsel at the meeting. A vacancy caused by any such removal shall be filled by the vote provided in the bylaws for election of directors, if the bylaws provide for a means of electing or appointing officers that means.
D.C. Code § 29-1001.09 — DC Code / Title 29 / Chapter 10 / § 29-1001.09
§ 29-1001.09. Effect of organic rules.
Status: in_force

(a) The relations between a limited cooperative association and its members shall be consensual. Unless required, limited, or prohibited by this chapter, the organic rules may provide for any matter concerning the relations among the members of the association and between the members and the association, the activities of the association, and the conduct of its activities.
(b) The matters referred to in paragraphs (1) through (11) of this subsection shall be varied only in the articles of organization. The articles may:
  (1) State a term of existence for the association under § 29-1001.04(c) ;
  (2) Limit or eliminate the acceptance of new or additional members by the initial board of directors under § 29-1003.03(b) ;
  (3) Vary the limitations on the obligations and liability of members for association obligations under § 29-1005.04 ;
  (4) Require a notice of an annual members meeting to state a purpose of the meeting under § 29-1005.08(b) ;
  (5) Vary the board of directors meeting quorum under § 29-1008.15(a) ;
  (6) Vary the matters the board of directors may consider in making a decision under § 29-1008.20 ;
  (7) Specify causes of dissolution under § 29-1012.02(1) ;
  (8) Delegate amendment of the bylaws to the board of directors pursuant to § 29-1004.05(f) ;
  (9) Provide for member approval of asset dispositions under § 29-1014.01 ;
  (10) Subject to § 29-1008.20 , provide for the elimination or limitation of liability of a director to the association or its members for money damages pursuant to § 29-1008.18 ;
  (11) Provide for permitting or making obligatory indemnification under § 29-1009.01(a) ; and
  (12) Provide for any matters that may be contained in the organic rules, including those under subsection (c) of this section.
(c) The matters referred to in this subsection shall be varied only in the organic rules. The organic rules may:
  (1) Require more information to be maintained under § 29-1001.10 or provided to members under § 29-1005.05(k) ;
  (2) Provide restrictions on transactions between a member and an association under § 29-1001.11 ;
  (3) Provide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under § 29-1004.04(a) ;
  (4) Provide for the percentage vote required to amend the bylaws concerning the admission of new members under § 29-1004.05(e)(5) ;
  (5) Provide for terms and conditions to become a member under § 29-1005.02 ;
  (6) Restrict the manner of conducting members meetings under §§ 29-1005.06(c) and 29-1005.07(e) ;
  (7) Designate the presiding officer of members meetings under §§ 29-1005.06(e) and 29-1005.07(g) ;
  (8) Require a statement of purposes in the annual meeting notice under § 29-1005.08(b) ;
  (9) Increase quorum requirements for members meetings under § 29-1005.10 and board of directors meetings under § 29-1008.15 ;
  (10) Allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by §§ 29-1005.11 through 29-1005.17 ;
  (11) Authorize investor members and expand or restrict the transferability of members’ interests to the extent provided in §§ 29-1006.02 through 29-1006.04 ;
  (12) Provide for enforcement of a marketing contract under § 29-1007.04(a) ;
  (13) Provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with §§ 29-1008.03 through 29-1008.05 , 29-1008.07 , 29-1008.09 , and 29-1008.10 ;
  (14) Restrict the manner of conducting board meetings and taking action without a meeting under §§ 29-1008.11 and 29-1008.12 ;
  (15) Provide for frequency, location, notice, and waivers of notice for board meetings under §§ 29-1008.13 and 29-1008.14 ;
  (16) Increase the percentage of votes necessary for board action under § 29-1008.16(b) ;
  (17) Provide for the creation of committees of the board of directors and matters related to the committees in accordance with § 29-1008.17 ;
  (18) Provide for officers and their appointment, designation, and authority under § 29-1008.22 ;
  (19) Provide for forms and values of contributions under § 29-1010.02 ;
  (20) Provide for remedies for failure to make a contribution under § 29-1010.03(b) ;
  (21) Provide for the allocation of profits and losses of the association, distributions, and the redemption or repurchase of distributed property other than money in accordance with §§ 29-1010.04 through 29-1010.07 ;
  (22) Specify when a member’s dissociation is wrongful and the liability incurred by the dissociating member for damage to the association under § 29-1011.01(b) and (c);
  (23) Provide the personal representative, or other legal representative, of a deceased member or a member adjudged incompetent with additional rights under § 29-1011.03 ;
  (24) Increase the percentage of votes required for board of director approval of:
    (A) A resolution to dissolve under § 29-1012.05(a)(1) ;
    (B) A proposed amendment to the organic rules under § 29-1004.02(a)(1) ;
    (C) A transaction under Chapter 2 of this title ;
    (D) A plan of merger under § 29-1015.03(a) ; and
    (E) A proposed disposition of assets under § 29-1014.03(1) ; and
  (25) Vary the percentage of votes required for members approval of:
    (A) A resolution to dissolve under § 29-1012.05 ;
    (B) An amendment to the organic rules under § 29-1004.05 ;
    (C) A plan of conversion under § 29-204.02 ;
    (D) A plan of merger under § 29-1015.04 ; and
    (E) A disposition of assets under § 29-1014.04 .
(d) The organic rules shall address members’ contributions pursuant to § 29-1010.01 .
D.C. Code § 29-401.03 — DC Code / Title 29 / Chapter 4 / § 29-401.03
§ 29-401.03. Notice.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, notice under this chapter shall be in the form of a record.
(b) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
(c) Notice in the form of a record by a membership corporation to a member shall be effective:
  (1) Upon deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed to the member’s address shown in the corporation’s current record of members; or
  (2) When given if the notice is delivered in any other manner that the member has authorized.
(d) Notice to a domestic or registered foreign nonprofit corporation may be delivered to its registered agent or to the corporation or its secretary at its principal office shown in its most recent biennial report or, in the case of a foreign corporation that has not yet delivered a biennial report, in its application for a certificate of registration.
(e) Except as otherwise provided in subsection (c) of this section, notice shall be effective at the earliest of the following:
  (1) When received;
  (2) When left at the recipient’s residence or usual place of business;
  (3) Five days after its deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed; or
  (4) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, or by commercial delivery service.
(f) Oral notice shall be effective when communicated, if communicated in a comprehensible manner.
(g) If this chapter prescribes notice requirements for particular circumstances, those requirements shall govern. If bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements shall govern.
(h) With respect to electronic communications:
  (1) Unless otherwise provided in the articles of incorporation or bylaws, or otherwise agreed between the sender and the recipient, an electronic communication is received when:
    (A) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and
    (B) It is in a form capable of being processed by that system.
  (2) An electronic communication is received under paragraph (1) of this subsection even if no individual is aware of its receipt.
  (3) Receipt of an electronic acknowledgment from an information processing system described in paragraph (1) of this subsection establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.
(i) An authorization by a member of delivery of notices or communications by email or similar electronic means may be revoked by the member by notice to the nonprofit corporation in the form of a record. The authorization shall be deemed revoked if:
  (A) The corporation is unable to deliver 2 consecutive notices or other communications to the member in the manner authorized; and
  (B) The inability becomes known to the secretary or other person responsible for giving the notice or other communication, but the failure to treat the inability as a revocation shall not invalidate any meeting or other action.
D.C. Code § 29-107.03 — DC Code / Title 29 / Chapter 1 / § 29-107.03
§ 29-107.03. Uniformity or consistency of application and construction.
Status: in_force

In applying and construing the chapters of this title based on uniform or model acts, consideration shall be given to the need to promote uniformity or consistency of the law with respect to its subject matter among states that enact it.
D.C. Code § 29-702.04 — DC Code / Title 29 / Chapter 7 / § 29-702.04
§ 29-702.04. Signing of records.
Status: in_force

(a) Each record delivered to the Mayor for filing pursuant to this chapter shall be signed in the following manner:
  (1) An initial certificate of limited partnership shall be signed by all general partners listed in the certificate.
  (2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership shall be signed by all general partners listed in the certificate.
  (3) An amendment designating as general partner a person admitted under § 29-708.01(3)(B) following the dissociation of a limited partnership’s last general partner shall be signed by that person.
  (4) An amendment required by § 29-708.03(c) following the appointment of a person to wind up the dissolved limited partnership’s activities or affairs shall be signed by that person.
  (5) Any other amendment shall be signed by:
    (A) At least one general partner listed in the certificate;
    (B) Each other person designated in the amendment as a new general partner; and
    (C) Each person that the amendment indicates has dissociated as a general partner, unless:
      (i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
      (ii) The person has previously delivered to the Mayor for filing a statement of dissociation.
  (6) A restated certificate of limited partnership shall be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph.
  (7) A statement of termination shall be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 29-708.03(c) or (d) to wind up the dissolved limited partnership’s activities or affairs.
  (8) Articles of merger shall be signed as provided in § 29-710.04(a) .
  (9) Any other record delivered on behalf of a limited partnership to the Mayor for filing shall be signed by at least one general partner listed in the certificate.
  (10) A statement by a person pursuant to § 29-706.05(a)(4) stating that the person has dissociated as a general partner shall be signed by that person.
  (11) A statement of withdrawal by a person pursuant to § 29-703.06 shall be signed by that person.
  (12) A record delivered on behalf of a foreign limited partnership to the Mayor for filing shall be signed by at least one general partner of the foreign limited partnership.
  (13) Any other record delivered on behalf of any person to the Mayor for filing shall be signed by that person.
(b) Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.
(c) Each record delivered to the Mayor for filing pursuant to Chapter 2 of this title shall be signed by each general partner listed in the certificate of limited partnership.
D.C. Code § 29-408.07 — DC Code / Title 29 / Chapter 4 / § 29-408.07
§ 29-408.07. Restated articles of incorporation.
Status: in_force

(a) The board of directors of a nonprofit corporation may restate its articles of incorporation at any time, without approval by the members or any other person, to consolidate all amendments into a single document without substantive change.
(b) If restated articles of a membership corporation include one or more new amendments that require member approval, the amendments shall be adopted and approved as provided in §§ 29-408.03 and 29-408.04 .
(c) A nonprofit corporation that restates its articles of incorporation shall deliver to the Mayor for filing articles of amendment under § 29-408.06 which include a statement that the articles of amendment are a restatement that consolidates all amendments into a single record.
(d) Duly adopted restated articles of incorporation shall supersede the original articles of incorporation and all amendments thereto.
(e) The Mayor shall certify restated articles of incorporation as the articles of incorporation currently in effect.
D.C. Code § 29-304.26 — DC Code / Title 29 / Chapter 3 / § 29-304.26
§ 29-304.26. Shares without certificates.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization shall not affect shares already represented by certificates until they are surrendered to the corporation.
(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by § 29-304.25(b) and (c), and, if applicable, § 29-304.27 .
D.C. Code § 29-411.03 — DC Code / Title 29 / Chapter 4 / § 29-411.03
§ 29-411.03. Demand.
Status: in_force

A person shall not commence a derivative proceeding until:
(1) A demand in the form of a record has been delivered to the nonprofit corporation to take suitable action; and
(2) Ninety days have expired from the date the demand was effective unless:
  (A) The person has earlier been notified that the demand has been rejected by the corporation; or
  (B) Irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
D.C. Code § 29-405.01 — DC Code / Title 29 / Chapter 4 / § 29-405.01
§ 29-405.01. Annual and regular meetings.
Status: in_force

(a) A membership corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the articles of incorporation or bylaws.
(b) A membership corporation may hold regular meetings on a regional or other basis at times stated in or fixed in accordance with the articles of incorporation or bylaws.
(c) Except as otherwise provided in subsection (e) of this section, annual and regular meetings of the members may be held in or outside of the District at the place stated in or fixed in accordance with the articles of incorporation or bylaws. If no place is stated in or fixed in accordance with the articles or bylaws, annual and regular meetings shall be held at the nonprofit corporation’s principal office.
(d) The failure to hold an annual or regular meeting at the time stated in or fixed in accordance with the articles of incorporation or bylaws shall not affect the validity of any corporate action.
(e) The articles of incorporation or bylaws may provide that an annual or regular meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
D.C. Code § 29-311.30 — DC Code / Title 29 / Chapter 3 / § 29-311.30
§ 29-311.30. Judicial proceeding.
Status: in_force

(a) If a shareholder makes demand for payment under § 29-311.16 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the Superior Court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to § 29-311.16 plus interest.
(b) The corporation shall commence the proceeding in the Superior Court.
(c) The corporation shall make all shareholders, whether or not residents of the District, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the Superior Court in which the proceeding is commenced under subsection (b) shall be plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights shall be entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.
(e) Each shareholder made a party to the proceeding shall be entitled to judgment:
  (1) For the amount, if any, by which the Superior Court finds the fair value of the shareholder’s shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or
  (2) For the fair value, plus interest, of the shareholder’s shares for which the corporation elected to withhold payment under § 29-311.15 .
D.C. Code § 29-402.06 — DC Code / Title 29 / Chapter 4 / § 29-402.06
§ 29-402.06. Bylaws.
Status: in_force

(a) The incorporators or the board of directors of a nonprofit corporation may adopt initial bylaws for the corporation.
(b) The bylaws of a nonprofit corporation may contain any provision for managing the activities and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
D.C. Code § 29-404.43 — DC Code / Title 29 / Chapter 4 / § 29-404.43
§ 29-404.43. Private foundations.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, a nonprofit corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986, approved December 30, 1969 (83 Stat. 496; 26 U.S.C. § 509(a)) (“Internal Revenue Code”), shall:
  (1) Distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Internal Revenue Code;
  (2) Not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code;
  (3) Not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code;
  (4) Not make any investments in such manner as to subject the corporation to tax under section 4944 of the Internal Revenue Code; and
  (5) Not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code.
(b) Subsection (a) of this section shall not apply to a nonprofit corporation incorporated before January 1, 1970 that has been properly relieved from the requirements of section 508(e)(1) of the Internal Revenue Code by a timely judicial proceeding.
D.C. Code § 29-404.42 — DC Code / Title 29 / Chapter 4 / § 29-404.42
§ 29-404.42. Debt and security interests.
Status: in_force

(a) A nonprofit corporation shall not issue bonds or other evidences of indebtedness except for money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof. In the absence of fraud, the judgment of the board of directors as to the value of the consideration received by the corporation shall be conclusive.
(b) The board of directors may authorize a mortgage or pledge of, or the creation of a security interest in, all or any part of the property of the nonprofit corporation, or any interest therein. Unless otherwise restricted in the articles of incorporation or bylaws, the vote or consent of the members shall not be required to make effective such action by the board.
D.C. Code § 29-105.08 — DC Code / Title 29 / Chapter 1 / § 29-105.08
§ 29-105.08. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
Status: in_force

A registered foreign entity that converts to any type of domestic filing entity or to a domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the conversion.
D.C. Code § 29-406.57 — DC Code / Title 29 / Chapter 4 / § 29-406.57
§ 29-406.57. Insurance.
Status: in_force

A nonprofit corporation may purchase insurance on behalf of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, serves or served at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this part.
D.C. Code § 29-703.06 — DC Code / Title 29 / Chapter 7 / § 29-703.06
§ 29-703.06. Person erroneously believing self to be limited partner.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise shall not be liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
  (1) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Mayor for filing; or
  (2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the Mayor for filing a statement of withdrawal under this section.
(b) A person that makes an investment described in subsection (a) of this section shall be liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Mayor files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) of this section and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Mayor for filing, the person shall have the right to withdraw from the enterprise pursuant to subsection (a)(2) of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
D.C. Code § 29-516 — DC Code / Title 29 / Chapter 5 / § 29-516
§ 29-516. Perpetual duration; dissolution.
Status: in_force

(a) A professional corporation shall have perpetual duration, except that whenever all shareholders of a professional corporation cease at any time for any reason to be licensed to perform the professional services for which the corporation was organized, the professional corporation shall be treated as having converted into a corporation organized under Chapter 3 of this title .
(b) Articles of conversion shall be delivered to the Mayor for filing and meet the requirements of § 29-204.05 .
(c) Dissolution by a professional corporation shall meet the requirements of § 29-312.03 .
D.C. Code § 29-104.05 — DC Code / Title 29 / Chapter 1 / § 29-104.05
§ 29-104.05. Listing of commercial registered agent.
Status: in_force

(a) A person may become listed as a commercial registered agent by delivering to the Mayor for filing a commercial registered agent listing statement signed by the person which states:
  (1) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;
  (2) That the person is in the business of serving as a commercial registered agent in the District; and
  (3) The address of a place of business of the person in the District to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered.
(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process in a form other than a written record as provided for in § 29-104.12(e) .
(c) If the name of a person delivering to the Mayor for filing a commercial registered agent listing statement is not distinguishable on the records of the Mayor from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in the District as a commercial registered agent.
(d) The Mayor shall note the filing of the commercial registered agent listing statement in the records maintained by the Mayor for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to:
  (1) Designate the person becoming listed as the commercial registered agent of each of those entities; and
  (2) Delete the address of the former agent from the registered agent filing of each of those entities.
D.C. Code § 29-1015.06 — DC Code / Title 29 / Chapter 10 / § 29-1015.06
§ 29-1015.06. Effect of merger.
Status: in_force

(a) When a merger becomes effective:
  (1) The surviving limited cooperative association shall continue or come into existence;
  (2) Each constituent limited cooperative association that merges into the surviving association shall cease to exist as a separate entity;
  (3) All property owned by each constituent association that ceases to exist shall vest in the surviving association;
  (4) All debts, liabilities, and other obligations of each constituent association that ceases to exist shall continue as obligations of the surviving association;
  (5) An action or proceeding pending by or against any constituent association that ceases to exist may be continued as if the merger had not occurred;
  (6) Except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent association that ceases to exist shall vest in the surviving association;
  (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan shall take effect;
  (8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger shall not dissolve the association for purposes of subchapter XII of this chapter ;
  (9) If the surviving association is created by the merger, the articles of organization shall become effective; and
  (10) If the surviving association is not created by the merger, any amendments made by the articles of merger for the articles of organization of the surviving association shall become effective.
(b) A surviving limited cooperative association that is organized under the laws of a jurisdiction other than the District consents to the jurisdiction of the Superior Court to enforce any obligation owed by a constituent limited cooperative association if, before the merger, the constituent association was subject to suit in the District on the obligation. A surviving association that is organized under the laws of a jurisdiction other than the District and not authorized to do business in the District may be served with process in the same manner and with the same consequences as in § 29-104.12 .
(c) A merger in which a limited cooperative and another form of entity are parties shall be governed by Chapter 2 of this title .
D.C. Code § 29-804.05 — DC Code / Title 29 / Chapter 8 / § 29-804.05
§ 29-804.05. Limitations on distribution.
Status: in_force

(a) A limited liability company shall not make a distribution, including a distribution under § 29-807.05(c) , if after the distribution:
  (1) The company would not be able to pay its debts as they become due in the ordinary course of the company’s activities and affairs; or
  (2) The company’s total assets would be less than the sum of its total liabilities plus, unless the operating agreement permits otherwise, the amount that would be needed if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members and transferees whose preferential rights are superior to those of persons receiving the distribution.
(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.
(c) Except as otherwise provided in subsections (e) and (f) of this section, the effect of a distribution under subsection (a) of this section shall be measured:
  (1) In the case of a distribution as defined in § 29-801.02(3) , as of the earlier of (i) the date money or other property is transferred or debt incurred by the company or (ii) the date the person entitled to the distribution ceases to own the interest or right being acquired by the company in return for the distribution;
  (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
  (3) In all other cases, as of the date:
    (A) The distribution is authorized, if the payment occurs within 120 days after that date; or
    (B) The payment is made, if the payment occurs more than 120 days after the distribution is authorized.
(d) A limited liability company’s indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section shall be at parity with the company’s indebtedness to its general, unsecured creditors , except to the extent subordinated by agreement.
(e) A limited liability company’s indebtedness, including indebtedness issued in connection with or as part of a distribution, shall not be a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section.
(f) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness shall be treated as a distribution, the effect of which is measured on the date the payment is made.
(g) In measuring the effect of a distribution under § 29-807.05 , the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under § 29-807.03 , § 29-807.04 , or § 29-807.07 .
D.C. Code § 29-1005.13 — DC Code / Title 29 / Chapter 10 / § 29-1005.13
§ 29-1005.13. Voting by investor members.
Status: in_force

If the organic rules provide for investor members, each investor member shall have one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
D.C. Code § 29-106.01 — DC Code / Title 29 / Chapter 1 / § 29-106.01
§ 29-106.01. Grounds.
Status: in_force

The Mayor may commence a proceeding under § 29-106.02 to dissolve a domestic filing entity administratively if the entity does not:
(a) (1) Pay any fee or penalty required to be paid to the Mayor not later than 5 months after it is due;
  (2) Deliver a biennial report to the Mayor not later than 5 months after it is due; or
  (3) Have a registered agent in the District for 60 days.
D.C. Code § 29-305.02 — DC Code / Title 29 / Chapter 3 / § 29-305.02
§ 29-305.02. Special meeting.
Status: in_force

(a) A corporation shall hold a special meeting of shareholders:
  (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
  (2) Subject to subsection (b) of this section, if the holders of at least 10% of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held; provided, that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding 25% of all the votes entitled to be cast on any issue proposed to be considered.
(b) Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
(c) If not otherwise fixed under § 29-305.03 or [§] 29-305.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(d) Special shareholders’ meetings may be held in or outside of the District at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings must be held at the corporation’s principal office.
(e) Only business within the purpose or purposes described in the meeting notice required by § 29-305.05(c) may be conducted at a special shareholders’ meeting.
D.C. Code § 29-405.05 — DC Code / Title 29 / Chapter 4 / § 29-405.05
§ 29-405.05. Notice of meeting.
Status: in_force

(a) A membership corporation shall give notice to the members of the date, time, and place of each annual, regular, or special meeting of the members. Except as otherwise provided in the articles of incorporation or the bylaws, the notice shall be given no fewer than 10 nor more than 60 days before the meeting date. Except as otherwise provided in this chapter, the articles, or the bylaws, the corporation shall give notice only to members entitled to vote at the meeting.
(b) Unless this chapter, the articles of incorporation, or the bylaws require otherwise, notice of an annual meeting need not include a description of the purpose for which the meeting is called.
(c) Notice of a special meeting shall include a description of the purpose for which the meeting is called.
(d) If not otherwise fixed under § 29-405.03 or § 29-405.07 , the record date for determining members entitled to notice of and to vote at an annual or special meeting of the members is the day before the first notice is given to members.
(e) Unless the articles of incorporation or bylaws require otherwise, if an annual, regular, or special meeting of the members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 29-405.07 , notice of the adjourned meeting shall be given under this section to the members entitled to vote on the new record date.
D.C. Code § 29-708.09 — DC Code / Title 29 / Chapter 7 / § 29-708.09
§ 29-708.09. Disposition of assets; when contributions required.
Status: in_force

(a) In winding up a limited partnership’s activities and affairs, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(b) Any surplus remaining after the limited partnership complies with subsection (a) of this section shall be paid in cash as a distribution.
(c) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (a) of this section, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:
  (1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 29-706.07 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons shall be in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
  (2) If a person does not contribute the full amount required under paragraph (1) of this subsection with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) of this subsection on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons shall be in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
  (3) If a person does not make the additional contribution required by paragraph (2), further additional contributions shall be determined and due in the same manner as provided in that paragraph.
(d) A person that makes an additional contribution under subsection (c)(2) or (3) of this section may recover from any person whose failure to contribute under subsection (c)(1) or (2) of this section necessitated the additional contribution. A person shall not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection shall not exceed the amount the person failed to contribute.
(e) The estate of a deceased individual shall be liable for the person’s obligations under this section.
(f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection (c) of this section.
D.C. Code § 29-301.21 — DC Code / Title 29 / Chapter 3 / § 29-301.21
§ 29-301.21. Qualified director.
Status: in_force

(a) For the purposes of this section, the term:
  (1) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.
  (2) “Material relationship” means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.
(b) A qualified director is a director who:
  (1) At the time action is to be taken under § 29-305.54 , does not have:
    (A) A material interest in the outcome of the proceeding; or
    (B) A material relationship with a person that has such an interest;
  (2) At the time action is to be taken under § 29-306.53 or 29-306.55:
    (A) Is not a party to the proceeding;
    (B) Is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation’s interest in a business opportunity under § 29-306.80 , which transaction or disclaimer is challenged in the proceeding; and
    (C) Does not have a material relationship with a director described in either subparagraph (A) or (B) of this paragraph;
  (3) At the time action is to be taken under § 29-306.72 , is not a director:
    (A) As to whom the transaction is a director’s conflicting interest transaction; or
    (B) Who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or
  (4) At the time action is to be taken under § 29-306.80 , would be a qualified director under subsection (b)(3) of this section if the business opportunity were a director’s conflicting interest transaction.
(c) The presence of one or more of the following circumstances shall not by itself prevent a director from being a qualified director:
  (1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;
  (2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or
  (3) With respect to action to be taken under § 29-305.54 , status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.
D.C. Code § 29-1004.04 — DC Code / Title 29 / Chapter 10 / § 29-1004.04
§ 29-1004.04. Voting by district, class, or voting group.
Status: in_force

(a) This section shall apply if the organic rules provide for voting by district or class or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in § 29-1004.05(e)(1) through (5). Approval of the amendment shall require the same percentage of votes of the members of that district, class, or voting group required in §§ 29-1004.05 and 29-1005.14 .
(b) If a proposed amendment to the organic rules would affect members in 2 or more districts or classes entitled to vote separately under subsection (a) of this section in the same or a substantially similar way, the districts or classes affected shall vote as a single voting group unless the organic rules otherwise provide for separate voting.
D.C. Code § 29-705.04 — DC Code / Title 29 / Chapter 7 / § 29-705.04
§ 29-705.04. Interim distributions.
Status: in_force

A partner shall not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
D.C. Code § 29-306.09 — DC Code / Title 29 / Chapter 3 / § 29-306.09
§ 29-306.09. Removal of directors by judicial proceeding.
Status: in_force

(a) The Superior Court may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:
  (1) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and
  (2) Considering the director’s course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of part D of subchapter V of this chapter , except § 29-305.51(1) .
(c) The Superior Court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.
(d) This section shall not limit the equitable powers of the Superior Court to order other relief.
D.C. Code § 29-704.03 — DC Code / Title 29 / Chapter 7 / § 29-704.03
§ 29-704.03. Limited partnership liable for general partner’s actionable conduct.
Status: in_force

(a) A limited 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 general partner acting in the ordinary course of activities or affairs of the limited partnership or with authority of the limited partnership.
(b) If, in the course of the limited partnership’s activities or affairs or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership shall be liable for the loss.
D.C. Code § 29-105.09 — DC Code / Title 29 / Chapter 1 / § 29-105.09
§ 29-105.09. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
Status: in_force

(a) A registered foreign entity that has dissolved and completed winding up or that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver a statement of withdrawal to the Mayor for filing. The statement shall be signed by the entity and state:
  (1) The name of the foreign entity and the name of the jurisdiction under whose law it was formed before the dissolution or conversion;
  (2) The type of entity that the foreign entity was before the dissolution or conversion;
  (3) That the foreign entity surrenders its registration to do business in the District as a registered entity; and
  (4) If the foreign entity has converted to a foreign nonfiling entity other than a foreign limited liability partnership:
    (A) The type of nonfiling entity to which it has converted and the jurisdiction whose laws govern its internal affairs;
    (B) That the foreign entity revokes the authority of its registered agent to accept service on its behalf; and
    (C) A mailing address to which service of process may be made under subsection (b) of this section.
(b) After the withdrawal under this section of a foreign filing entity that has converted to a foreign nonfiling entity is effective, service of process in any proceeding based on a cause of action arising during the time it was registered to do business in the District may be made pursuant to § 29-104.12 .
(c) After the withdrawal under this section of a foreign filing entity that has converted to a domestic nonfiling entity other than a limited liability partnership is effective, service of process may be made on the nonfiling entity pursuant to § 29-104.12 .
D.C. Code § 29-1005.09 — DC Code / Title 29 / Chapter 10 / § 29-1005.09
§ 29-1005.09. Waiver of members meeting notice.
Status: in_force

(a) A member may waive notice of a members meeting before, during, or after the meeting.
(b) A member’s participation in a members meeting shall be a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member’s arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
D.C. Code § 29-412.21 — DC Code / Title 29 / Chapter 4 / § 29-412.21
§ 29-412.21. Procedure for judicial dissolution.
Status: in_force

(a) It shall not be necessary to make directors or members parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually.
(b) The Superior Court, in a proceeding brought to dissolve a nonprofit corporation, may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
D.C. Code § 29-803.03 — DC Code / Title 29 / Chapter 8 / § 29-803.03
§ 29-803.03. Statement of denial.
Status: in_force

A person named in a filed statement of authority granting that person authority may deliver to the Mayor for filing a statement of denial that:
(1) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and
(2) Denies the grant of authority.
D.C. Code § 29-608.07 — DC Code / Title 29 / Chapter 6 / § 29-608.07
§ 29-608.07. Settlement of accounts and contributions among partners.
Status: in_force

(a) In winding up a partnership’s activities and affairs, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.
(b) Each partner shall be entitled to a settlement of all partnership accounts upon winding up the partnership activities and affairs. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under § 29-603.06 .
(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under § 29-603.06 . A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under § 29-603.06 .
(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under § 29-603.06 .
(e) The estate of a deceased partner shall be liable for the partner’s obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.
D.C. Code § 29-701.01 — DC Code / Title 29 / Chapter 7 / § 29-701.01
§ 29-701.01. Short title.
Status: in_force

This chapter may be cited as the “Uniform Limited Partnership Act of 2010”.
D.C. Code § 29-413.20 — DC Code / Title 29 / Chapter 4 / § 29-413.20
§ 29-413.20. Financial statements for members.
Status: in_force

(a) Upon a demand in the form of a record from a member, a nonprofit corporation shall furnish that member with its latest annual financial statements, which may be consolidated or combined statements of the nonprofit corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for the year. If financial statements are prepared for the nonprofit corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis. A nonprofit corporation may impose a reasonable charge for copying the report.
(b) If the annual financial statements are reported upon by a certified public accountant, the accountant’s report must accompany them. If not, the statements shall be accompanied by a statement of the president or the person responsible for the nonprofit corporation’s accounting records:
  (1) Stating the reasonable belief of the president or other person as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
  (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) The rights of a member under this section are in addition to the rights under § 29-413.02 .
D.C. Code § 29-305.04 — DC Code / Title 29 / Chapter 3 / § 29-305.04
§ 29-305.04. Action without meeting.
Status: in_force

(a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more consents in a record bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) The articles of incorporation may provide that any action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting, and without prior notice, if consents in a record setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The consent in a record shall bear the date of signature of the shareholder that signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(c) If not otherwise fixed under § 29-305.07 and if prior board action is not required with respect to the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed consent in a record is delivered to the corporation. If not otherwise fixed under § 29-305.07 and if prior board action is required with respect to the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board taking such prior action is adopted. No consent in a record is effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent delivered to the corporation as required by this section was signed, consents in a record signed by sufficient shareholders to take the action have been delivered to the corporation. A consent in a record may be revoked by a record to that effect delivered to the corporation before unrevoked consents in a record sufficient in number to take the corporate action are delivered to the corporation.
(d) A consent signed pursuant to this section shall have the effect of a vote taken at a meeting and may be described as such in any document. Unless the articles of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of consents in a record, the action taken by consent in a record shall be effective when consents in a record signed by sufficient shareholders to take the action are delivered to the corporation.
(e) (1) If this chapter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by consent in a record of the voting shareholders, the corporation shall give its nonvoting shareholders notice in a record of the action not more than 10 days after:
    (A) Consents in a record sufficient to take the action have been delivered to the corporation; or
    (B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section.
  (2) The notice under paragraph (1) of this subsection shall reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.
(f) (1) If action is taken by less than unanimous consent in a record of the voting shareholders, the corporation shall give its nonconsenting voting shareholders written notice of the action not more than 10 days after:
    (A) Consents in a record sufficient to take the action have been delivered to the corporation; or
    (B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section.
  (2) The notice under paragraph (1) of this subsection shall reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.
(g) The notice requirements in subsections (e) and (f) shall not delay the effectiveness of actions taken by consent in a record and a failure to comply with such notice requirements shall not invalidate actions taken by consent in a record; provided, that this subsection shall not limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give the notice within the required time period.
D.C. Code § 29-601.06 — DC Code / Title 29 / Chapter 6 / § 29-601.06
§ 29-601.06. Governing law.
Status: in_force

The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by:
(1) In the case of a limited liability partnership, the law of the District of Columbia; and
(2) In the case of a partnership that is not a limited liability partnership, the law of the state of the jurisdiction in which the partnership has its principal office.
D.C. Code § 29-313.01 — DC Code / Title 29 / Chapter 3 / § 29-313.01
§ 29-313.01. Corporate records.
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
  (1) Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in § 29-301.04 regarding facts on which a filed document is dependent;
  (2) Its bylaws or restated bylaws and all amendments to them currently in effect;
  (3) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
  (4) The minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past 3 years;
  (5) All written communications to shareholders generally within the past 3 years, including the financial statements furnished for the past 3 years under § 29-313.07 ;
  (6) A list of the names and business addresses of its current directors and officers; and
  (7) Its most recent biennial report delivered to the Mayor under § 29-102.11 .
D.C. Code § 29-201.06 — DC Code / Title 29 / Chapter 2 / § 29-201.06
§ 29-201.06. Nonexclusivity.
Status: in_force

The fact that a transaction under this chapter produces a certain result shall not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.
D.C. Code § 29-408.21 — DC Code / Title 29 / Chapter 4 / § 29-408.21
§ 29-408.21. Bylaw increasing quorum or voting requirement for board of directors or designated body.
Status: in_force

(a) A bylaw that increases a quorum or voting requirement for the board of directors or a designated body may be amended or repealed:
  (1) If originally adopted by the members, only by the members, unless the bylaws otherwise provide;
  (2) If adopted by the board of directors or designated body, either by the members or by the board of directors or designated body.
(b) A bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors or a designated body may provide that it can be amended or repealed only by a specified vote of either the members or the board of directors or designated body.
(c) Action by the board of directors or a designated body under subsection (a) of this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors or a designated body shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
D.C. Code § 29-406.08 — DC Code / Title 29 / Chapter 4 / § 29-406.08
§ 29-406.08. Removal of directors by members or other persons.
Status: in_force

(a) Removal of directors of a membership corporation shall be subject to the following provisions:
  (1) The members may remove, with or without cause, one or more directors who have been elected by the members, unless the articles of incorporation or bylaws provide that directors may be removed only for cause. The articles or bylaws may specify what constitutes cause for removal.
  (2) Except as otherwise provided in the articles of incorporation or bylaws, if a director is elected by a voting group of members, by a chapter or other organizational unit, or by a region or other geographic grouping, only the members of that voting group or chapter, unit, region, or grouping may participate in the vote to remove the director.
  (3) The notice of a meeting of members at which removal of a director is to be considered shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
  (4) The board of directors of a membership corporation shall not remove a director except as otherwise provided in subsection (c) of this section or in the articles of incorporation or bylaws.
(b) The board of directors may remove a director of a nonmembership corporation:
  (1) With or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only for cause; provided, that articles or bylaws may specify what constitutes cause for removal; or
  (2) As provided in subsection (c) of this section.
(c) The board of directors of a membership corporation or nonmembership corporation may remove a director who:
  (1) Has been declared of unsound mind by a final order of court;
  (2) Has been convicted of a felony:
  (3) Has been found by a final order of court to have breached a duty as a director under part C of this subchapter ;
  (4) Has missed the number of board meetings specified in the articles of incorporation or bylaws, if the articles or bylaws at the beginning of the director’s current term provided that a director may be removed for missing the specified number of board meetings; or
  (5) Does not satisfy at the time any of the qualifications for directors set forth in the articles of incorporation or bylaws at the beginning of the director’s current term, if the decision that the director fails to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications.
(d) A director who is designated in the articles of incorporation or bylaws may be removed by an amendment to the articles or bylaws deleting or changing the designation.
(e) Except as otherwise provided in the articles of incorporation or bylaws, a director who is appointed by persons other than the members may be removed with or without cause by those persons.
D.C. Code § 29-927 — DC Code / Title 29 / Chapter 9 / § 29-927
§ 29-927. Share and membership certificates — Recall.
Status: in_force

The bylaws may give the directors the power to use the reserve funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership. The bylaws may also provide that if any member has failed to patronize the association during a period of time specified in the bylaws, the directors may use the reserve funds to recall all the member’s holdings and thereupon the member shall cease to be a member of the association. When so recalled, the certificates of share or membership capital shall be either reissued or canceled.
D.C. Code § 29-706.01 — DC Code / Title 29 / Chapter 7 / § 29-706.01
§ 29-706.01. Dissociation as limited partner.
Status: in_force

(a) A person shall not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.
(b) A person shall be dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
  (1) The limited partnership’s having notice of the person’s express will to withdraw as a limited 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 limited partner;
  (3) The person’s expulsion as a limited partner pursuant to the partnership agreement;
  (4) The person’s expulsion as a limited 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 limited partner;
    (B) There has been a transfer of 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 limited 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’s expulsion as a limited partner by judicial order because:
    (A) The person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities;
    (B) The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under § 29-703.05(b) ; 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 with the person as limited partner;
  (6) In the case of a person who is an individual, the person’s death;
  (7) In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
  (8) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
  (9) Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate;
  (10) 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 limited partner;
  (11) The limited partnership’s participation in a transaction under Chapter 2 of this title if the limited partnership shall:
    (A) Not survive the transaction; or
    (B) Survive the transaction, but as a result of the transaction, the person ceases to be a limited partner.
D.C. Code § 29-201.02 — DC Code / Title 29 / Chapter 2 / § 29-201.02
§ 29-201.02. Definitions.
Status: in_force

For the purpose of this chapter, the term:
(1) “Acquired entity” means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange.
(2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
(3) “Approve” means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law, and other law to:
  (A) Propose a transaction subject to this chapter;
  (B) Adopt and approve the terms and conditions of the transaction; and
  (C) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
(4) “Conversion” means a transaction authorized by subchapter IV of this chapter .
(5) “Converted entity” means the converting entity as it continues in existence after a conversion.
(6) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to § 29-204.03 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.
(7) “Domestic entity” means an entity whose internal affairs are governed by the law of the District.
(8) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.
(9) “Domesticating entity” means the domestic entity that approves a plan of domestication pursuant to § 29-205.03 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation.
(10) “Domestication” means a transaction authorized by subchapter V of this chapter .
(11) “Interest exchange” means a transaction authorized by subchapter III of this chapter .
(12) “Interest holder liability” means:
  (A) Personal liability for a liability of an entity that is imposed on a person:
    (i) Solely by reason of the status of the person as an interest holder; or
    (ii) By the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
  (B) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(13) “Merger” means a transaction in which 2 or more merging entities are combined into a surviving entity pursuant to a filing with the Mayor.
(14) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(15) “Plan” means a plan of merger, interest exchange, conversion, or domestication.
(16) “Plan of conversion” means a plan under § 29-204.02 .
(17) “Plan of domestication” means a plan under § 29-205.02 .
(18) “Plan of interest exchange” means a plan under § 29-203.02 .
(19) “Plan of merger” means a plan under § 29-202.02 .
(20) “Protected agreement” means:
  (A) A record evidencing indebtedness and any related agreement in effect on the effective date of this chapter;
  (B) An agreement that is binding on an entity on the effective date of this chapter;
  (C) The organic rules of an entity in effect on the effective date of this chapter; or
  (D) An agreement that is binding on any of the governors or interest holders of an entity on the effective date of this chapter.
(21) “Statement of conversion” means a statement under § 29-204.05 .
(22) “Statement of domestication” means a statement under § 29-205.05 .
(23) “Statement of interest exchange” means a statement under § 29- 203.05.
(24) “Statement of merger” means a statement under § 29-202.05 .
(25) “Surviving entity” means the entity that continues in existence after, or is created by, a merger under subchapter 2 of this chapter .
D.C. Code § 29-411.09 — DC Code / Title 29 / Chapter 4 / § 29-411.09
§ 29-411.09. Notice to Attorney General.
Status: in_force

The plaintiff in a derivative proceeding shall notify the Attorney General for the District of Columbia within 10 days after commencing the proceeding if it involves a charitable corporation.
D.C. Code § 29-312.21 — DC Code / Title 29 / Chapter 3 / § 29-312.21
§ 29-312.21. Procedure for judicial dissolution.
Status: in_force

(a) It shall not be necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(b) The Superior Court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(c) Within 10 days of the commencement of a proceeding to dissolve a corporation under § 29-312.20(a)(2) , the corporation shall send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner’s shares under § 29-312.24 and accompanied by a copy of § 29-312.24 .
D.C. Code § 29-411.01 — DC Code / Title 29 / Chapter 4 / § 29-411.01
§ 29-411.01. Definition.
Status: in_force

For the purposes of this subchapter, the term “derivative proceeding” means a civil action in the right of a domestic nonprofit corporation or, to the extent provided in § 29-411.08 , in the right of a foreign nonprofit corporation.
D.C. Code § 29-401.22 — DC Code / Title 29 / Chapter 4 / § 29-401.22
§ 29-401.22. Review of contested corporate action.
Status: in_force

(a) Upon petition of a person whose status as, or whose rights or duties as, a member, delegate, director, member of a designated body, or officer of a corporation are or may be affected by any corporate action, the Superior Court may hear and determine the validity of the corporate action.
(b) The Superior Court may make such orders in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the corporation and other evidence that may relate to the issue. The Superior Court shall provide for notice of the pendency of the proceedings under this section to all persons affected thereby. If it is determined that no valid corporate action has been taken, the Superior Court may order a meeting to be held in accordance with § 29-401.21 .
(c) Subsection (a) of this section shall not apply if a nonprofit corporation has provided in its articles of incorporation or bylaws for a means of resolving a challenge to a corporate action, but the Superior Court may enforce the articles or bylaws if appropriate.
D.C. Code § 29-701.06 — DC Code / Title 29 / Chapter 7 / § 29-701.06
§ 29-701.06. Governing law.
Status: in_force

The law of the District governs the internal affairs of a limited partnership and the liability of a partner for the debts, obligations, or other liabilities of a limited partnership.
D.C. Code § 29-1101 — DC Code / Title 29 / Chapter 11 / § 29-1101
§ 29-1101. Short title.
Status: in_force

This chapter may be cited as the “Uniform Unincorporated Nonprofit Association Act of 2010”.
D.C. Code § 29-104.07 — DC Code / Title 29 / Chapter 1 / § 29-104.07
§ 29-104.07. Change of registered agent by entity.
Status: in_force

(a) A represented entity may change the information on file under § 29-104.04(a) by delivering to the Mayor for filing a statement of change signed on behalf of an authorized person on behalf of the entity which states the:
  (1) Name of the entity; and
  (2) Information that is to be in effect as a result of the filing of the statement of change.
(b) The interest holders or governors of a domestic entity need not approve the filing of a:
  (1) Statement of change under this section; or
  (2) Similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.
(c) A statement of change under this section designating a new registered agent shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.
(d) As an alternative to using the procedure in this section, a represented entity may change the information on file under § 29-104.04(a) by amending its most recent registered agent filing in a manner provided by law of the District other than this title for amending the filing.
D.C. Code § 29-809.08 — DC Code / Title 29 / Chapter 8 / § 29-809.08
§ 29-809.08. Filings required for domestication; effective date.
Status: in_force

(a) After a plan of domestication is approved, a domesticating company shall deliver to the Mayor for filing articles of domestication, which shall include:
  (1) A statement, as the case may be, that the company has been domesticated from or into another jurisdiction;
  (2) The name of the domesticating company and the jurisdiction of its governing statute;
  (3) The name of the domesticated company and the jurisdiction of its governing statute;
  (4) The date the domestication is effective under the governing statute of the domesticated company;
  (5) If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter;
  (6) If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and
  (7) If the domesticated company was a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.09(b) .
(b) A domestication shall be effective:
  (1) When the certificate of organization takes effect, if the domesticated company is a limited liability company; and
  (2) According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.
D.C. Code § 29-508 — DC Code / Title 29 / Chapter 5 / § 29-508
§ 29-508. Qualifications of shareholders, director, and officer.
Status: in_force

(a) For the purposes of this section, the term “officer” means the chair of the board, president, vice-president, treasurer, or secretary.
(b) A person shall not be a shareholder, director, or officer of a professional corporation or render professional services on its behalf unless the person is an individual licensed to render a professional service for which the corporation is organized; provided, that if a professional corporation has only one shareholder, the secretary of the corporation need not be licensed to perform, and shall not perform if not so licensed, such professional services.
(c) Nothing in this chapter shall require a shareholder or incorporator of a professional corporation to have a present or future employment relationship with the corporation or actively to participate in any capacity in the production of income of, or performance of professional service by, such corporation.
D.C. Code § 29-306.73 — DC Code / Title 29 / Chapter 3 / § 29-306.73
§ 29-306.73. Shareholders’ action.
Status: in_force

(a) Shareholders’ action respecting a director’s conflicting interest transaction shall be effective for the purposes of § 29-306.71(b)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after:
  (1) Notice to shareholders describing the action to be taken respecting the transaction;
  (2) Provision to the corporation of the information referred to in subsection (b) of this section; and
  (3) Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.
(b) A director who has a conflicting interest respecting the transaction shall, before the shareholders’ vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under subsection (c) of this section, and the identity of the holders of those shares.
(c) For the purposes of this section, the term:
  (1) “Holder” means, and “held by” refers to, shares held by both a record shareholder and a beneficial shareholder.
  (2) “Qualified shares” means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) of this section is notified, are held by:
    (A) A director who has a conflicting interest respecting the transaction; or
    (B) A related person of the director, excluding a person described in § 29-306.70(5)(F) .
(d) A majority of the votes entitled to be cast by the holders of all qualified shares shall constitute a quorum for purposes of compliance with this section. Subject to subsection (e) of this section, shareholders’ action that otherwise complies with this section shall not be affected by the presence of holders, or by the voting, of shares that are not qualified shares.
(e) If a shareholders’ vote does not comply with subsection (a) of this section solely because of a director’s failure to comply with subsection (b) of this section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the Superior Court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders’ vote, as the court considers appropriate in the circumstances.
(f) If shareholders’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the shareholders, in which action shares that are not qualified shares may participate.
D.C. Code § 29-306.32 — DC Code / Title 29 / Chapter 3 / § 29-306.32
§ 29-306.32. Directors’ liability for unlawful distributions.
Status: in_force

(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to § 29-304.60(a) or § 29-312.09(a) shall be personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating § 29-304.60(a) or § 29-312.09(a) if the party asserting liability establishes that when taking the action the director did not comply with § 29-306.30 .
(b) A director held liable under subsection (a) of this section for an unlawful distribution shall be entitled to:
  (1) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and
  (2) Recoupment from each shareholder of the pro-rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of § 29-304.60(a) or § 29-312.09(a) .
(c) A proceeding to enforce:
  (1) The liability of a director under subsection (a) of this section shall be barred unless it is commenced within 2 years after the date:
    (A) On which the effect of the distribution was measured under § 29-304.60(e) or (g);
    (B) As of which the violation of § 29-304.60(a) occurred as the consequence of disregard of a restriction in the articles of incorporation; or
    (C) On which the distribution of assets to shareholders under § 29-312.09(a) was made; or
  (2) Contribution or recoupment under subsection (b) of this section shall be barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.
D.C. Code § 29-306.05 — DC Code / Title 29 / Chapter 3 / § 29-306.05
§ 29-306.05. Terms of directors generally.
Status: in_force

(a) The terms of the initial directors of a corporation expire at the 1st shareholders’ meeting at which directors are elected.
(b) The terms of all other directors shall expire at the next, or if their terms are staggered in accordance with § 29-306.06 , at the applicable 2nd or 3rd, annual shareholders’ meeting following their election, except to the extent:
  (1) Provided in § 29-308.22 if a bylaw electing to be governed by that section is in effect; or
  (2) A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
(c) A decrease in the number of directors shall not shorten an incumbent director’s term.
(d) The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.
(e) Except to the extent otherwise provided in the articles of incorporation or under § 29-308.22 , if a bylaw electing to be governed by that section is in effect, despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualifies or there is a decrease in the number of directors.
D.C. Code § 29-405.07 — DC Code / Title 29 / Chapter 4 / § 29-405.07
§ 29-405.07. Record date.
Status: in_force

(a) The articles of incorporation or bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a meeting of the members, to demand a special meeting, to vote, or to take any other action. If the articles or bylaws do not fix or provide for fixing a record date, the board of directors of the membership 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 members.
(c) A determination of members entitled to notice of or to vote at a meeting of the members 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 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 § 29-406.10 — DC Code / Title 29 / Chapter 4 / § 29-406.10
§ 29-406.10. Vacancy on board.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the articles of incorporation, or the bylaws, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by a majority of the directors remaining in office even if they constitute less than a quorum.
(b) Except as otherwise provided in the articles of incorporation or bylaws, a vacancy in the position of a director who is:
  (1) Elected by a voting group of members, by a chapter or other organizational unit of members, or by a region or other geographic grouping of members, shall be filled during the first 3 months after the vacancy occurs only by that voting group or chapter, unit, region, or grouping;
  (2) Appointed by persons other than the members, may be filled only by those persons; or
  (3) Designated in the articles of incorporation or bylaws shall not be filled by action of the board of directors.
(c) A vacancy that will occur at a specific later time, by reason of a resignation effective at a later time under § 29-406.07(b) or otherwise, may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs.
D.C. Code § 29-1208.03 — DC Code / Title 29 / Chapter 12 / § 29-1208.03
§ 29-1208.03. Winding up.
Status: in_force

(a) A dissolved statutory trust shall wind up its activities and the trust and each series thereof shall continue after dissolution only for the purpose of its winding up.
(b) In winding up its activities, a statutory trust shall:
  (1) Discharge the trust’s debts, obligations, and other liabilities, settle and close the trust’s activities, and marshal and distribute the property of the trust; and
  (2) Distribute any surplus property after complying with paragraph (1) of this subsection to the beneficial owners in proportion to their beneficial interests.
(c) In winding up its activities, a statutory trust may:
  (1) Preserve the trust’s activities and property as a going concern for a reasonable time;
  (2) Institute, maintain, and defend actions and proceedings, whether civil, criminal, or administrative;
  (3) Transfer the trust’s property;
  (4) Settle disputes; and
  (5) Perform other acts necessary or appropriate to its winding up.
(d) Trustees of a dissolved statutory trust that has disposed of claims under § 29-1208.04 or § 29-1208.05 shall not be liable for breach of duty with respect to claims against the trust that are barred or satisfied under § 29-1208.04 or § 29-1208.05 .
(e) The dissolution of a statutory trust shall not terminate the authority of its registered agent.
(f) On application of any person that shows good cause, the Superior Court may appoint a person to be a receiver for a dissolved statutory trust with the power to undertake any action that might have been done by the trust during its winding up if the action is necessary for final settlement of the trust.
D.C. Code § 29-1011.01 — DC Code / Title 29 / Chapter 10 / § 29-1011.01
§ 29-1011.01. Member’s dissociation.
Status: in_force

(a) A person has the power to dissociate as a member at any time.
(b) A member’s dissociation from a limited cooperative association shall be wrongful only if the dissociation:
  (1) Breaches an express provision of the organic rules; or
  (2) Occurs before the termination of the limited cooperative association and:
    (A) The person is expelled as a member under subsection (d)(3) or (4) of this subsection; or
    (B) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.
(c) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member shall be liable to the limited cooperative association and to the other members for damages caused by the dissociation. The liability shall be in addition to any other debt, obligation, or liability of the person to the association.
(d) A member shall be dissociated from the limited cooperative association as a member when:
  (1) The association receives notice in a record of the member’s express will to dissociate as a member or, if the member specifies in the notice an effective date later than the date the association received notice, on that later date;
  (2) An event stated in the organic rules as causing the member’s dissociation as a member occurs;
  (3) The member is expelled as a member under the organic rules;
  (4) The member is expelled as a member by the board of directors because:
    (A) It is unlawful to carry on the association’s activities and affairs with the member as a member;
    (B) There has been a transfer of all the member’s financial rights in the association, other than:
      (i) A creation or perfection of a security interest; or
      (ii) A charging order in effect under § 29-1006.05 which has not been foreclosed;
    (C) The member is a limited liability company, association, or partnership which has been dissolved and its business is being wound up; or
    (D) The member is a corporation or cooperative and:
      (i) The member filed a certificate of dissolution, or the equivalent, or the jurisdiction of formation revoked the association’s charter or right to conduct business;
      (ii) The association sends a notice to the member that it will be expelled as a member for a reason described in sub-subparagraph (i) of this subparagraph; and
      (iii) Not later than 90 days after the notice was sent under sub-subparagraph (ii), the member did not revoke its certificate of dissolution, or the equivalent, or the jurisdiction of formation did not reinstate the association’s charter or right to conduct business; or
    (E) The member is an individual and is adjudged incompetent;
  (5) In the case of a member who is an individual, the individual dies;
  (6) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, all the trust’s financial rights in the association are distributed;
  (7) In the case of a member that is an estate, the estate’s entire financial interest in the association is distributed;
  (8) In the case of a member that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the member is terminated;
  (9) The association participates in a merger if, under the plan of merger as approved under subchapter XV of this chapter , the member ceases to be a member; or
  (10) The association participates in a transaction under Subchapter [subchapter] XV of this chapter or Chapter 2 of this title if, under the terms of the transaction, the association ceases to exist in the form of a limited cooperative association or the member ceases to be a member.
D.C. Code § 29-804.09 — DC Code / Title 29 / Chapter 8 / § 29-804.09
§ 29-804.09. Standards of conduct for members and managers.
Status: in_force

(a) A member of a member-managed limited liability company owes to the company and, subject to § 29-808.01(b) , the other members the duties of loyalty and care stated in subsections (b) and (c) of this section.
(b) The duty of loyalty of a member in a member-managed limited liability company shall include the duties to:
  (1) Account to the company and to hold as trustee for it any property, profit, or benefit derived by the member:
    (A) In the conduct or winding up of the company’s activities and affairs;
    (B) From a use by the member of the company’s property; or
    (C) From the appropriation of a limited liability company opportunity;
  (2) Refrain from dealing with the company in the conduct or winding up of the company’s activities and affairs as or on behalf of a person having an interest adverse to the company; and
  (3) Refrain from competing with the company in the conduct of the company’s activities and affairs before the dissolution of the company.
(c) The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company’s activities and affairs requires the member to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.
(d) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e) It shall be 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 liability company.
(f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
(g) A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member’s conduct furthers the member’s own interest.
(h) If, as permitted by subsection (f) of this section or the operating agreement, a member enters into a transaction with the limited liability company which otherwise would be prohibited by subsection (b)(2) of this section, the member’s rights and obligations arising from the transaction are the same as those of a person that is not a member.
(i) In a manager-managed limited liability company, the following rules apply:
  (1) Subsections (a), (b), (c), and (e) of this section shall apply to the managers and not the members.
  (2) The duty stated under subsection (b)(3) of this section shall continue until winding up is completed.
  (3) Subsection (d) of this section shall apply to the members and managers.
  (4) Subsections (f) and (g) of this section shall apply only to the members.
  (5) A member shall not have any fiduciary duty to the company or to any other member solely by reason of being a member.
D.C. Code § 29-903 — DC Code / Title 29 / Chapter 9 / § 29-903
§ 29-903. Incorporators.
Status: in_force

Any 5 or more natural persons or 2 or more associations may incorporate in the District under this chapter.
D.C. Code § 29-701.02 — DC Code / Title 29 / Chapter 7 / § 29-701.02
§ 29-701.02. Definitions.
Status: in_force

For the purposes of this chapter, the term:
(1) “Certificate of limited partnership” means the certificate required by § 29-702.01 . The term includes the certificate as amended or restated.
(2) “Contribution”, except in the phrase “right of contribution”, means any benefit described in § 29-705.01 provided by a person to a limited partnership to become a partner or in the person’s capacity as a partner.
(3) “Distribution” means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person’s capacity as a partner.
  (A) The term includes:
    (i) A redemption or other purchase by a limited partnership of a transferable interest; and
    (ii) A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's activities and affairs or to have access to records or other information concerning the partnership's activities and affairs; and
  (B) The term does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
(4) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign limited partnership under a provision similar to § 29-704.04(c) .
(5) “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than the District which would be a limited partnership if formed under the laws of the District. The term includes a foreign limited liability limited partnership.
(6) “General partner” means:
  (A) With respect to a limited partnership, a person that:
    (i) Becomes a general partner under § 29-704.01 ; or was a general partner in a limited partnership when the limited partnership became subject to this chapter under § 29-711.01(a) or (b); and
    (ii) Has not dissociated as a general partner under § 29-706.03 [; and]
  (B) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.
(7) “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership”, means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.
(8) “Limited partner” means:
  (A) With respect to a limited partnership, a person that:
    (i) Becomes a limited partner under § 29-703.01 ; or was a limited partner in a limited partnership when the limited partnership became subject to this chapter under § 29-711.01(a) or (b); and
    (ii) Has not dissociated as a limited partner under § 29-706.01 [; and]
  (B) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.
(9) “Limited partnership”, except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership”, or “domestic limited partnership”, means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by 2 or more persons or becomes subject to this chapter under subchapter X of this chapter , Chapter 2 of this title , or § 29-711.01(a) or (b). The term includes a limited liability limited partnership.
(10) “Partner” means a limited partner or general partner.
(11) “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the matters described in § 29-701.07 . The term includes the agreement as amended or restated.
(12) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership.
(13) “Required information” means the information that a limited partnership is required to maintain under § 29-701.08 .
(14) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a limited partnership in accordance with the partnership agreement, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
(15) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under § 29-706.02(a)(3) or § 29-706.05(a)(5) .
D.C. Code § 29-1201.06 — DC Code / Title 29 / Chapter 12 / § 29-1201.06
§ 29-1201.06. Rule of construction.
Status: in_force

(a) This chapter shall be liberally construed to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.
(b) The presumption that a civil statute in derogation of the common law is construed strictly shall not apply to this chapter.
D.C. Code § 29-306.71 — DC Code / Title 29 / Chapter 3 / § 29-306.71
§ 29-306.71. Judicial action.
Status: in_force

(a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director’s conflicting interest transaction.
(b) A director’s conflicting interest transaction shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if:
  (1) Directors’ action respecting the transaction was taken in compliance with § 29-306.72 at any time;
  (2) Shareholders’ action respecting the transaction was taken in compliance with § 29-306.73 at any time; or
  (3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
D.C. Code § 29-606.01 — DC Code / Title 29 / Chapter 6 / § 29-606.01
§ 29-606.01. Events causing partner’s dissociation.
Status: in_force

A partner shall be dissociated from a partnership when:
(1) The partnership has notice of the partner’s express will to withdraw as a partner or on a later date specified by the partner;
(2) An event agreed to in the partnership agreement as causing the partner’s dissociation occurs;
(3) The partner is expelled pursuant to the partnership agreement;
(4) The partner is expelled by the unanimous vote of the other partners if:
  (A) It is unlawful to carry on the partnership business with that partner;
  (B) There has been a transfer of all or substantially all of that partner’s transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner’s interest, which has not been foreclosed;
  (C) Within 90 days after the partnership notifies a corporate partner that it will be expelled 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) A partnership that is a partner has been dissolved and its business is being wound up;
(5) On application by the partnership or another partner, the partner is expelled by judicial determination because the partner:
  (A) Engaged in wrongful conduct that adversely and materially affected the partnership business;
  (B) Willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 29-604.04 ; or
  (C) Engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;
(6) The partner:
  (A) Became a debtor in bankruptcy;
  (B) Executed an assignment for the benefit of creditors;
  (C) Sought, consented to, or acquiesced in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner’s property; or
  (D) Failed, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or failed within 90 days after the expiration of a stay to have the appointment vacated;
(7) In the case of a partner who is an individual:
  (A) The partner dies;
  (B) A guardian or general conservator is appointed for the partner; or
  (C) There is a judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;
(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, the trust’s entire transferable interest in the partnership is distributed;
(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the partnership is distributed;
(10) A partner that is not an individual, partnership, corporation, trust, or estate dissolves and completes winding up; or
(11) The partnership participates in a merger, interest exchange, conversion, or domestication under Chapter 2 of this title or Subchapter [subchapter] IX of this chapter and, as a result, the person ceases to be a partner.
D.C. Code § 29-306.52 — DC Code / Title 29 / Chapter 3 / § 29-306.52
§ 29-306.52. Mandatory indemnification.
Status: in_force

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.
D.C. Code § 29-312.24 — DC Code / Title 29 / Chapter 3 / § 29-312.24
§ 29-312.24. Election to purchase in lieu of dissolution.
Status: in_force

(a) In a proceeding under § 29-312.20(a)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.
(b) An election to purchase pursuant to this section may be filed with the Superior Court at any time within 90 days after the filing of the petition under § 29-312.20(a)(2) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders, other than the petitioner. The notice shall state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and shall advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders that wish to participate shall file notice of their intention to join in the purchase no later than 30 days after the effective date of the notice to them. All shareholders that have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under § 29-312.20(a)(2) shall not be discontinued or settled and the petitioning shareholder shall not sell or otherwise dispose of his or her shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.
(c) If, within 60 days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner’s shares, the Superior Court shall enter an order directing the purchase of petitioner’s shares upon the terms and conditions agreed to by the parties.
(d) If the parties are unable to reach an agreement as provided for in subsection (c) of this section, the Superior Court, upon application of any party, shall stay the § 29-312.20(a)(2) proceedings and determine the fair value of the petitioner’s shares as of the day before the date on which the petition under § 29-312.20(a)(2) was filed or as of such other date as the court deems appropriate under the circumstances.
(e) Upon determining the fair value of the shares, the Superior Court shall enter an order directing the purchase upon such terms and conditions as the court considers appropriate, which may include payment of the purchase price in installments, if necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner’s shares among holders of different classes of shares, the court shall attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under § 29-312.20(a)(2)(B) or (D), it may award expenses to the petitioning shareholder.
(f) Upon entry of an order under subsections (c) or (e) of this section, the Superior Court shall dismiss the petition to dissolve the corporation under § 29-312.20(a)(2) , and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded by the order of the court which is enforceable in the same manner as any other judgment.
(g) The purchase ordered pursuant to subsection (e) of this section shall be made within 10 days after the date the order becomes final unless before that time the corporation files with the Superior Court a notice of its intention to adopt articles of dissolution pursuant to §§ 29-312.02 and 29-312.03 , which articles shall then be adopted and filed within 50 days thereafter. Upon filing of such articles of dissolution, the corporation is dissolved in accordance with §§ 29-312.05 through 29-312.07 , and the order entered pursuant to subsection (e) of this section shall no longer be of any force or effect, except that the court may award the petitioning shareholder expenses in accordance with the last sentence of subsection (e) of this section and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.
(h) Any payment by the corporation pursuant to an order under subsections (c) or (e) of this section, other than an award of expenses pursuant to subsection (e) of this section, shall be subject to § 29-304.60 .