D.C. Code § 29-311.11 — DC Code / Title 29 / Chapter 3 / § 29-311.11
§ 29-311.11. Notice of intent to demand payment and consequences of voting or consenting.
Status: in_force

(a) If a corporate action specified in § 29-311.02(a) is submitted to a vote at a shareholders’ meeting, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares shall:
  (1) Deliver to the corporation, before the vote is taken, written notice of the shareholder’s intent to demand payment if the proposed action is effectuated; and
  (2) Not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.
(b) If a corporate action specified in § 29-311.02(a) is to be approved by less than unanimous written consent, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares shall not sign a consent in favor of the proposed action with respect to that class or series of shares.
(c) A shareholder that fails to satisfy the requirements of subsection (a) or (b) of this section shall not be entitled to payment under this subchapter.
D.C. Code § 29-801.04 — DC Code / Title 29 / Chapter 8 / § 29-801.04
§ 29-801.04. Nature, purpose, and duration of limited liability company.
Status: in_force

(a) A limited liability company is an entity distinct from its member or members.
(b) A limited liability company may have any lawful purpose, regardless of whether for profit.
(c) A limited liability company shall have perpetual duration.
D.C. Code § 29-406.02 — DC Code / Title 29 / Chapter 4 / § 29-406.02
§ 29-406.02. Qualifications of directors.
Status: in_force

A director of a nonprofit corporation shall be an individual. The articles of incorporation or bylaws may prescribe other qualifications for directors. A director need not be a resident of the District or a member of the corporation unless the articles or bylaws so prescribe.
D.C. Code § 29-703.03 — DC Code / Title 29 / Chapter 7 / § 29-703.03
§ 29-703.03. No liability as limited partner for limited partnership obligations.
Status: in_force

(a) A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or otherwise, is not attributable to a limited partner. A limited partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for an a debt, obligation, or other liability of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
(b) The failure of a 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 limited partner for a debt, obligation, or other liability of the partnership.
D.C. Code § 29-314.02 — DC Code / Title 29 / Chapter 3 / § 29-314.02
§ 29-314.02. Application to registered foreign corporations.
Status: in_force

A foreign corporation authorized to do business in the District on the effective date of this chapter shall be subject to this chapter but is not required to obtain a new certificate of registration to do business under this chapter.
D.C. Code § 29-809.10 — DC Code / Title 29 / Chapter 8 / § 29-809.10
§ 29-809.10. Restrictions on approval of mergers and domestications.
Status: in_force

(a) If a member of a constituent or domesticating limited liability company will have personal liability with respect to a surviving or domesticated organization, approval or amendment of a plan of merger or domestication shall be ineffective without the consent of the member, unless the:
  (1) Company’s operating agreement provides for approval of a merger or domestication with the consent of fewer than all the members; and
  (2) Member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
D.C. Code § 29-1207.05 — DC Code / Title 29 / Chapter 12 / § 29-1207.05
§ 29-1207.05. Effect of merger.
Status: in_force

(a) When a merger becomes effective:
  (1) The surviving organization shall continue or comes into existence;
  (2) Each constituent organization that merges with the surviving organization shall cease to exist as a separate organization;
  (3) All property owned by each constituent organization that ceases to exist shall vest in the surviving organization;
  (4) All debts, obligations, and other liabilities of each constituent organization that ceases to exist, including those existing with respect to the property of a series thereof, shall continue as debts, obligations, or other liabilities of the surviving organization limited to the property thereof as provided for by the plan of merger and the governing law of the surviving organization;
  (5) An action or proceeding pending by or against any constituent organization that ceases to exist shall continue 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 organization that ceases to exist shall vest in the surviving organization;
  (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger shall take effect;
  (8) If the surviving organization is created by the merger and:
    (A) If it is a statutory trust, the certificate of trust becomes effective; or
    (B) If it is an organization other than a statutory trust, the organizational document that creates the organization shall become effective; and
  (9) If the surviving organization preexisted the merger, any amendment provided for in the articles of merger for the organizational document that created the organization shall become effective.
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of the District to enforce any debt, obligation, or other liability owed by a constituent organization if, before the merger, the constituent organization was subject to suit in the District on the obligation. A surviving organization that is a foreign organization not authorized to do business in the District may be served in accordance with § 29-104.12 .
D.C. Code § 29-305.56 — DC Code / Title 29 / Chapter 3 / § 29-305.56
§ 29-305.56. Payment of expenses.
Status: in_force

On termination of the derivative proceeding, the Superior Court may order:
(1) The corporation to pay the plaintiff’s expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;
(2) The plaintiff to pay any defendant’s expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
(3) A party to pay an opposing party’s expenses incurred because of the filing of a pleading, motion, or other paper if it finds that the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
D.C. Code § 29-405.28 — DC Code / Title 29 / Chapter 4 / § 29-405.28
§ 29-405.28. Inspectors of election.
Status: in_force

(a) A membership corporation may appoint one or more inspectors to act at a meeting of members and make a report in the form of a record of the inspectors’ determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector’s ability.
(b) The inspectors shall:
  (1) Ascertain the number of members and their voting power;
  (2) Determine the members present at a meeting;
  (3) Determine the validity of proxies and ballots;
  (4) Count all votes; and
  (5) Determine the result.
(c) An inspector may, but need not, be a director, member of a designated body, member, officer, or employee of the membership corporation. An individual who is a candidate for office to be filled at the meeting may not be an inspector.
D.C. Code § 29-308.03 — DC Code / Title 29 / Chapter 3 / § 29-308.03
§ 29-308.03. Amendment by board of directors and shareholders.
Status: in_force

If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:
(1) The proposed amendment shall be adopted by the board of directors.
(2) Except as otherwise provided in §§ 29-308.05 , 29-308.07 , and 29-308.08 , after adopting the proposed amendment, the board of directors shall submit the amendment to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.
(3) The board of directors may condition its submission of the amendment to the shareholders on any basis.
(4) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment.
(5) Unless the articles of incorporation, or the board of directors acting pursuant to paragraph (3) of this subsection requires a greater vote or a greater number of shares to be present, approval of the amendment shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as otherwise provided in § 29-308.04(c) , the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.
D.C. Code § 29-701.12 — DC Code / Title 29 / Chapter 7 / § 29-701.12
§ 29-701.12. Dual capacity.
Status: in_force

A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
D.C. Code § 29-407.05 — DC Code / Title 29 / Chapter 4 / § 29-407.05
§ 29-407.05. Effect of domestication.
Status: in_force

(a) When a domestication becomes effective:
  (1) The title to all real and personal property, both tangible and intangible, of the domesticating corporation shall remain in the domesticated corporation without reversion or impairment;
  (2) The liabilities of the domesticating corporation shall remain the liabilities of the domesticated corporation;
  (3) An action or proceeding pending against the domesticating corporation shall continue against the domesticated corporation as if the domestication had not occurred;
  (4) The articles of domestication, or the articles of incorporation attached to the articles of domestication, shall constitute the articles of incorporation of a foreign corporation domesticating in the District;
  (5) The memberships in the domesticating corporation shall be reclassified into memberships, obligations, rights to acquire memberships, or cash or other property in accordance with the terms of the domestication, and the members shall be entitled only to the rights provided by those terms; and
  (6) The domesticating corporation shall be deemed to be:
    (A) Incorporated under and subject to the organic law of the domesticated corporation for all purposes; and
    (B) The same corporation without interruption as the domesticating corporation.
(b) The interest holder liability of a member in a foreign nonprofit corporation that is domesticated in the District shall be as follows:
  (1) The domestication shall not discharge any interest holder liability under the laws of the foreign jurisdiction to the extent any such interest holder liability arose before the effective time of the articles of domestication.
  (2) The member shall not have interest holder liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.
  (3) The laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any interest holder liability preserved by paragraph (1) of this subsection, as if the domestication had not occurred.
  (4) The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any interest holder liability preserved by paragraph (1) of this subsection, as if the domestication had not occurred.
D.C. Code § 29-808.06 — DC Code / Title 29 / Chapter 8 / § 29-808.06
§ 29-808.06. Proceeds and expenses.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section:
  (1) Any proceeds or other benefits of a derivative action under § 29-808.02 , whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
  (2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(b) If a derivative action under § 29-808.02 is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorney’s fees and costs, from the recovery of the limited liability company.
(c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the Superior Court’s approval.
D.C. Code § 29-1201.01 — DC Code / Title 29 / Chapter 12 / § 29-1201.01
§ 29-1201.01. Short title.
Status: in_force

This chapter may be cited as the “Uniform Statutory Trust Entity Act of 2010”.
D.C. Code § 29-313.03 — DC Code / Title 29 / Chapter 3 / § 29-313.03
§ 29-313.03. Scope of inspection right.
Status: in_force

(a) A shareholder’s agent or attorney shall have the same inspection and copying rights as the shareholder represented.
(b) The right to copy records under § 29-313.02 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.
(c) The corporation may comply at its expense with a shareholder’s demand to inspect the record of shareholders under § 29-313.02(b)(3) by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder’s demand.
(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge shall not exceed the estimated cost of production, reproduction, or transmission of the records.
D.C. Code § 29-406.44 — DC Code / Title 29 / Chapter 4 / § 29-406.44
§ 29-406.44. Contract rights of officers.
Status: in_force

(a) The appointment of an officer shall not itself create contract rights.
(b) An officer’s removal shall not affect the officer’s contract rights, if any, with the nonprofit corporation. An officer’s resignation shall not affect the corporation’s contract rights, if any, with the officer.
D.C. Code § 29-936 — DC Code / Title 29 / Chapter 9 / § 29-936
§ 29-936. Foreign corporations and associations; admission to do business.
Status: in_force

A foreign corporation or association operating on a cooperative basis and complying with the applicable laws of the state wherein it is organized shall be entitled to do business in the District as a foreign cooperative corporation or association and shall govern itself in accordance with its bylaws and the laws of the state wherein it is organized. A foreign corporation or association shall file a foreign registration statement as provided in § 29-105.03 .
D.C. Code § 29-401.23 — DC Code / Title 29 / Chapter 4 / § 29-401.23
§ 29-401.23. Notice to Attorney General.
Status: in_force

The plaintiff in a proceeding under this part shall notify the Attorney General for the District of Columbia within 10 days after commencing the proceeding if it involves a charitable corporation. Notice to the Attorney General under this section shall not stay or otherwise affect the proceeding.
D.C. Code § 29-1109 — DC Code / Title 29 / Chapter 11 / § 29-1109
§ 29-1109. Assertion and defense of claims.
Status: in_force

(a) An unincorporated nonprofit association shall have the capacity to sue and be sued in its own name.
(b) A member or a manager may assert a claim the member or manager has against an unincorporated nonprofit association. An association may assert a claim it has against a member or a manager.
D.C. Code § 29-305.70 — DC Code / Title 29 / Chapter 3 / § 29-305.70
§ 29-305.70. Shareholder action to appoint custodian or receiver.
Status: in_force

(a) The Superior Court may appoint one or more persons to be custodians or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder if it is established that:
  (1) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or
  (2) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.
(b) The Superior Court:
  (1) May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;
  (2) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and
  (3) Shall have jurisdiction over the corporation and all of its property, wherever located.
(c) The Superior Court may appoint an individual or domestic or foreign corporation, authorized to do business in the District, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.
(d) The Superior Court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended. Among other powers:
  (1) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the activities and affairs of the corporation; and
  (2) A receiver may:
    (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
    (B) Sue and defend in the receiver’s own name as receiver.
(e) The Superior Court during a custodianship may redesignate the custodian a receiver and, during a receivership, may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.
(f) The Superior Court, during the custodianship or receivership, may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
D.C. Code § 29-107.02 — DC Code / Title 29 / Chapter 1 / § 29-107.02
§ 29-107.02. Supplemental principles of law.
Status: in_force

Unless displaced by particular provisions of this title, the principles of law and equity shall supplement this title.
D.C. Code § 29-305.01 — DC Code / Title 29 / Chapter 3 / § 29-305.01
§ 29-305.01. Annual meeting.
Status: in_force

(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 29-305.04 , a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. However, if a corporation’s articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to § 29-305.28 , directors shall not be elected by less than unanimous consent.
(b) Annual shareholders’ meetings may be held in or outside of the District at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation’s principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws shall not affect the validity of any corporate action.
D.C. Code § 29-312.09 — DC Code / Title 29 / Chapter 3 / § 29-312.09
§ 29-312.09. Director duties.
Status: in_force

(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.
(b) Directors of a dissolved corporation which has disposed of claims under § 29-312.06 , § 29-312.07 , or § 29-312.08 shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under § 29-312.06 , § 29-312.07 , or § 29-312.08 .
D.C. Code § 29-1127 — DC Code / Title 29 / Chapter 11 / § 29-1127
§ 29-1127. Transition concerning real and personal property.
Status: in_force

(a) If, before the applicability date of this chapter, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but under the law of the District the interest did not vest in the association, or in one or more persons on behalf of the association under subsection (b) of this section, on the effective date of this chapter, the interest shall vest in the association, unless the parties to the transfer have treated the transfer as ineffective.
(b) If, before the applicability date of this chapter, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but the interest was vested in one or more persons to hold the estate or interest for members of the association, on or after the effective date of this chapter, the persons, or their successors in interest, may transfer the interest to the association in its name or the association may require that the interest be transferred to it in its name.
D.C. Code § 29-707.01 — DC Code / Title 29 / Chapter 7 / § 29-707.01
§ 29-707.01. Partner’s transferable interest.
Status: in_force

A transferable interest is personal property.
D.C. Code § 29-1208.02 — DC Code / Title 29 / Chapter 12 / § 29-1208.02
§ 29-1208.02. Articles of dissolution.
Status: in_force

(a) If dissolution of a statutory trust is authorized under § 29-1208.01 , the trust shall deliver to the Mayor for filing articles of dissolution setting forth the:
  (1) Name of the trust; and
  (2) Date of the dissolution.
(b) Except as otherwise provided in § 29-102.03 , a statutory trust is dissolved when articles of dissolution that comply with subsection (a) of this section, are filed by the Mayor.
D.C. Code § 29-1006.02 — DC Code / Title 29 / Chapter 10 / § 29-1006.02
§ 29-1006.02. Patron and investor members’ interests.
Status: in_force

(a) Unless the organic rules establish investor members’ interests, a member’s interest shall be a patron member’s interest.
(b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person, if admitted as:
  (1) A patron member, shall remain a patron member;
  (2) An investor member, shall remain an investor member; and
  (3) A patron member and investor member, shall remain a patron and investor member if not dissociated in one of the capacities.
D.C. Code § 29-608.05 — DC Code / Title 29 / Chapter 6 / § 29-608.05
§ 29-608.05. Statement of dissolution.
Status: in_force

(a) After dissolution, a partner that has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its activities and affairs.
(b) A statement of dissolution shall cancel a filed statement of partnership authority for the purposes of § 29-603.03(d) and shall be a limitation on authority for the purposes of § 29-603.03(e) .
(c) For the purposes of §§ 29-603.01 and 29-608.04 , a person not a partner shall be deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in § 29-603.03(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership activities and affairs.
D.C. Code § 29-306.53 — DC Code / Title 29 / Chapter 3 / § 29-306.53
§ 29-306.53. Advance for expenses.
Status: in_force

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers to the corporation:
  (1) A signed affirmation in a record of the director’s good faith belief that the relevant standard of conduct described in § 29-306.51 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by § 29-302.02(b)(4) ; and
  (2) An undertaking in a record of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under § 29-306.52 and it is ultimately determined under § 29-306.54 or § 29-306.55 that the director has not met the relevant standard of conduct described in § 29-306.51 .
(b) The undertaking required by subsection (a)(2) of this section shall be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) The authorization under this section shall be made:
  (1) By the board of directors:
    (A) If there are 2 or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of 2 or more qualified directors appointed by such a vote; or
    (B) If there are fewer than 2 qualified directors, by the vote necessary for action by the board in accordance with § 29-306.24(c) , in which authorization directors who are not qualified directors may participate; or
  (2) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director shall not be voted on the authorization.
D.C. Code § 29-1209.01 — DC Code / Title 29 / Chapter 12 / § 29-1209.01
§ 29-1209.01. Application to existing relationships.
Status: in_force

(a) This chapter shall not limit, prohibit, or invalidate the existence, acts, or obligations of any common-law trust created or doing business in the District before or after the applicability date of this chapter. The laws of the District other than this chapter pertaining to trusts shall apply to common-law trusts.
(b) A common-law trust arising under the law of the District before or after the applicability date of this chapter that does not have a prevailingly donative purpose may elect to be governed by this chapter by filing of a certificate of trust under § 29-1202.01 .
(c) A trust created pursuant to a statute of the District that was required by that statute to file a certificate of trust with the Mayor before the applicability date of this chapter may elect to be governed by this chapter by filing an amendment to its certificate of trust under § 29-1202.02 .
(d) On and after one year after the applicability date of this chapter, this chapter shall govern the organization and internal affairs of all trusts created pursuant to a statute of the District that was required by that statute to file a certificate of trust with the Mayor before the applicability date of this chapter.
D.C. Code § 29-305.27 — DC Code / Title 29 / Chapter 3 / § 29-305.27
§ 29-305.27. Greater quorum or voting requirements.
Status: in_force

(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter.
(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
D.C. Code § 29-605.01 — DC Code / Title 29 / Chapter 6 / § 29-605.01
§ 29-605.01. Partner not co-owner of partnership property.
Status: in_force

A partner shall not be a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
D.C. Code § 29-201.05 — DC Code / Title 29 / Chapter 2 / § 29-201.05
§ 29-201.05. Status of filings.
Status: in_force

A filing under this chapter signed by a domestic entity shall become part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.
D.C. Code § 29-711.01 — DC Code / Title 29 / Chapter 7 / § 29-711.01
§ 29-711.01. Application to existing relationships.
Status: in_force

(a) Before one year after the applicability date of this chapter, this chapter shall govern only:
  (1) A limited partnership formed on or after the applicability date of this chapter; and
  (2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before the applicability date of this chapter which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsection (c) of this section, on and after one year after applicability date of this chapter, this chapter shall govern all limited partnerships.
(c) With respect to a limited partnership formed before the applicability date of this chapter, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
  (1) Section 29-701.04(c) shall not apply and the limited partnership has whatever duration it had under the law applicable immediately before the applicability date of this chapter.
  (2) The limited partnership shall not be required to amend its certificate of limited partnership to comply with § 29-702.01(a)(4) .
  (3) Sections 29-706.01 and 29-706.02 shall not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before the applicability date of this chapter.
  (4) Section 29-706.03(4) shall not apply.
  (5) Section 29-706.03(5) shall not apply and a court shall have the same power to expel a general partner as the court had immediately before the applicability date of this chapter.
  (6) Section 29-708.01(3) shall not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership shall be the same as existed immediately before the applicability date of this chapter.
(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) of this section to be subject to this chapter, after the election takes effect, the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties shall apply:
  (1) Before one year after the applicability date of this chapter, to:
    (A) A third party that had not done business with the limited partnership in the year before the election took effect; and
    (B) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
  (2) On and after one year after applicability date of this chapter, to all third parties, but those provisions shall remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B) of this subsection.
D.C. Code § 29-609.04 — DC Code / Title 29 / Chapter 6 / § 29-609.04
§ 29-609.04. Statement of merger.
Status: in_force

(a) After a merger, the surviving partnership may file a statement that the parties to the merger have merged into the surviving partnership.
(b) A statement of merger shall contain:
  (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 were merged; and
  (3) The street address of the surviving partnership’s principal office and of an office in the District, if any.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes of § 29-603.02 , property of the surviving partnership that before the merger was held in the name of another party to the merger shall be property held in the name of the surviving partnership upon filing a statement of merger.
(d) For the purposes of § 29-603.02 , real property of the surviving partnership that before the merger was held in the name of another party to the merger shall be property held in the name of the surviving partnership upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to § 29-601.05(c) , stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving partnership, but not containing all of the other information required by subsection (b) of this section, shall operate with respect to the partnerships named to the extent provided in subsections (c) and (d) of this section.
D.C. Code § 29-1009.01 — DC Code / Title 29 / Chapter 10 / § 29-1009.01
§ 29-1009.01. Indemnification.
Status: in_force

(a) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association shall be governed by Chapter 3 of this title .
(b) A limited cooperative association may purchase insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent, and subject to the same conditions, as provided by Chapter 3 of this title .
D.C. Code § 29-926 — DC Code / Title 29 / Chapter 9 / § 29-926
§ 29-926. Transfer of shares and memberships; withdrawal.
Status: in_force

(a) If a member desires to withdraw from the association or dispose of any or all of the member’s holdings therein, the directors may purchase the holdings by paying the member the par value of any or all the holdings offered. The directors shall then reissue or cancel the holdings. A vote of the majority of the members voting at a regular or special meeting may order the directors to exercise this power to purchase.
(b) If the association fails, within 60 days of the original offer, to purchase all or any part of the holdings offered, the member may dispose of the unpurchased interest elsewhere, subject to the approval of the transferee by a majority vote of the directors. Any purported transferee not approved by the directors may appeal to the members at their first regular or special meeting thereafter and the action of the meeting shall be final. If the transferee is not approved, the directors shall exercise their power to purchase, if and when the purchase can be made without jeopardizing the solvency of the association.
D.C. Code § 29-408.22 — DC Code / Title 29 / Chapter 4 / § 29-408.22
§ 29-408.22. Bylaw amendments requiring member approval.
Status: in_force

(a) Except as otherwise provided in the articles of incorporation or bylaws, the board of directors or designated body of a membership corporation that has one or more members at the time shall not adopt or amend a bylaw under:
  (1) Section 29-404.10 providing that some of the members have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships or other matters;
  (2) Section 29-404.13 levying dues, assessments, or fees on some or all of the members;
  (3) Section 29-404.21 relating to the termination or suspension of members;
  (4) Section 29-404.22 authorizing the purchase of memberships;
  (5) Section 29-406.08(a):
    (A) Requiring cause to remove a director; or
    (B) Specifying what constitutes cause to remove a director;
  (6) Section 29-406.08(e) relating to the removal of a director who is designated in a manner other than election or appointment; or
  (7) Section 29-406.12.
(b) The board of directors or designated body of a membership corporation shall not amend the articles of incorporation or bylaws to vary the application of subsection (a) of this section to the corporation.
(c) If a nonprofit corporation has more than one class of members, the members of a class shall be entitled to vote as a separate voting group on an amendment to the bylaws that:
  (1) Is described in subsection (a) of this subsection if the amendment would affect the members of that class differently than the members of another class; or
  (2) Has any of the effects described in § 29-408.04 .
(d) If a class of members will be divided into 2 or more classes by an amendment to the bylaws, the amendment shall be approved by a majority of the members of each class that will be created.
D.C. Code § 29-603.01 — DC Code / Title 29 / Chapter 6 / § 29-603.01
§ 29-603.01. Partner agent of partnership.
Status: in_force

Subject to the effect of a statement of partnership authority under § 29-603.03 :
(1) Each partner shall be an agent of the partnership for the purpose of its business.
(2) An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership shall bind the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(3) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership shall bind the partnership only if the act was authorized by the other partners.
D.C. Code § 29-102.03 — DC Code / Title 29 / Chapter 1 / § 29-102.03
§ 29-102.03. Effective time and date.
Status: in_force

Except as otherwise provided in this title and subject to § 29-102.05(d) , an entity filing shall be effective:
(1) On the date and at the time of its filing by the Mayor as provided in § 29-102.06 ;
(2) On the date of filing and at the time specified in the entity filing as its effective time, if later than the time under paragraph (1) of this section;
(3) If permitted by this title, at a specified delayed effective time and date, which shall not be more than 90 days after the date of filing; or
(4) If a delayed effective date as permitted by this title is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.
D.C. Code § 29-413.03 — DC Code / Title 29 / Chapter 4 / § 29-413.03
§ 29-413.03. Scope of inspection right.
Status: in_force

(a) A member’s agent or attorney shall have the same inspection and copying rights as the member represented.
(b) The right to copy records under § 29-413.02 shall include, if reasonable, the right to receive copies. Copies may be provided through an electronic transmission if available and so requested by the member.
(c) The nonprofit corporation may comply at its expense with a member’s demand to inspect the record of members under § 29-413.02(b)(3) by providing the member with a list of members that was compiled no earlier than the date of the member’s demand.
(d) The nonprofit corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production, reproduction, or transmission of the records.
D.C. Code § 29-801.01 — DC Code / Title 29 / Chapter 8 / § 29-801.01
§ 29-801.01. Short title.
Status: in_force

This chapter may be cited as the “Uniform Limited Liability Company Act of 2010”.
D.C. Code § 29-402.03 — DC Code / Title 29 / Chapter 4 / § 29-402.03
§ 29-402.03. Incorporation.
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b) The filing of the articles of incorporation by the Mayor is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the District to cancel or revoke the incorporation or involuntarily dissolve the nonprofit corporation.
D.C. Code § 29-807.06 — DC Code / Title 29 / Chapter 8 / § 29-807.06
§ 29-807.06. Rescinding dissolution.
Status: in_force

(a) A limited liability company may rescind its dissolution unless a statement of termination applicable to the company becomes effective, the Superior Court has entered an order under § 29-807.01(a)(4) or (5) dissolving the company, or the Mayor has dissolved the company under § 29-106.02 .
(b) Rescinding dissolution under this section requires:
  (1) The consent of each member;
  (2) If a statement of dissolution applicable to the limited liability company has been filed by the Mayor but has not become effective, the delivery to the Mayor for filing of a statement of withdrawal under § 29-102.04 applicable to the statement of dissolution; and
  (3) If a statement of dissolution applicable to the limited liability company is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section.
(c) If a limited liability company rescinds its dissolution:
  (1) The company resumes carrying on its activities and affairs as if dissolution never occurred;
  (2) Subject to paragraph (3) of this subsection, any liability incurred by the company after the dissolution but before the rescission is effective is determined as if the dissolution never occurred; and
  (3) The rights of a third party arising out of actions taken by the third party in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
D.C. Code § 29-404.13 — DC Code / Title 29 / Chapter 4 / § 29-404.13
§ 29-404.13. Member’s liability for dues, assessments, and fees.
Status: in_force

(a) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws. Dues, assessments, and fees may be imposed on members of the same class either alike or in different amounts or proportions, and may be imposed on a different basis on different classes of members. Members of a class may be made exempt from dues, assessments, and fees to the extent provided in the articles or bylaws.
(b) The amount and method of collection of dues, assessments, and fees may be fixed in the articles of incorporation or bylaws, or the articles or bylaws may authorize the board of directors or members to fix the amount and method of collection.
(c) The articles of incorporation or bylaws may provide reasonable means, such as termination and reinstatement of membership, to enforce the collection of dues, assessments, and fees.
D.C. Code § 29-709.03 — DC Code / Title 29 / Chapter 7 / § 29-709.03
§ 29-709.03. Proper plaintiff.
Status: in_force

A derivative action shall be maintained only by a person that is a partner at the time the action is commenced and:
(1) That was a partner when the conduct giving rise to the action occurred; or
(2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
D.C. Code § 29-406.22 — DC Code / Title 29 / Chapter 4 / § 29-406.22
§ 29-406.22. Call and notice of meeting.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors shall be held with notice of the date, time, place, or purpose of the meeting; provided, that at the beginning of each one-year period, the corporation may provide a single notice of all regularly scheduled meetings for that year, or for a lesser period, without having to give notice of each meeting individually.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least 2 days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
(c) Unless the articles of incorporation or bylaws provide otherwise, the chair of the board, the highest ranking officer of the corporation, or 20% of the directors then in office may call and give notice of a meeting of the board of directors.
(d) The articles of incorporation or bylaws may authorize oral notice of meetings of the board of directors.
D.C. Code § 29-1203.03 — DC Code / Title 29 / Chapter 12 / § 29-1203.03
§ 29-1203.03. Permissible purposes.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, a statutory trust may be formed for and may have any lawful purpose, regardless of whether for profit.
(b) A statutory trust may not have a predominantly donative purpose.
D.C. Code § 29-1202.04 — DC Code / Title 29 / Chapter 12 / § 29-1202.04
§ 29-1202.04. Signing and filing pursuant to judicial order.
Status: in_force

(a) If a person required by this title to sign a record or deliver a record to the Mayor for filing under this title does not do so, any other person that is aggrieved may petition the Superior Court to order:
  (1) The person to sign the record;
  (2) The person to deliver the record to the Mayor for filing; or
  (3) The Mayor to file the record unsigned.
(b) If the petitioner under subsection (a) of this section is not the statutory trust to which the record pertains, the petitioner shall make the trust a party to the action.
(c) A record filed pursuant to subsection (a)(3) of this section is effective without being signed.
D.C. Code § 29-104.10 — DC Code / Title 29 / Chapter 1 / § 29-104.10
§ 29-104.10. Resignation of registered agent.
Status: in_force

(a) A registered agent may resign as agent for a represented entity by delivering to the Mayor for filing a statement of resignation signed by the agent which states:
  (1) The name of the entity;
  (2) The name of the agent;
  (3) That the agent resigns from serving the registered agent for the entity; and
  (4) The address of the entity to which the agent will send the notice required by subsection (c) of this section.
(b) A statement of resignation shall be effective on the earlier of the 31st day after the day on which it is filed by the Mayor or the designation of a new registered agent for the represented entity.
(c) A registered agent promptly shall furnish the represented entity notice in a record of the date on which a statement of resignation was filed by the Mayor.
(d) When a statement of resignation takes effect, the registered agent shall cease to have responsibility under this subchapter for any matter thereafter tendered to it as agent for the represented entity. The resignation shall not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
D.C. Code § 29-1001.07 — DC Code / Title 29 / Chapter 10 / § 29-1001.07
§ 29-1001.07. Requirements of other laws.
Status: in_force

(a) This chapter shall not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign cooperative, or its members.
(b) A limited cooperative association shall not conduct an activity that, under law of the District other than this chapter, shall be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the association conform to those requirements.
D.C. Code § 29-404.30 — DC Code / Title 29 / Chapter 4 / § 29-404.30
§ 29-404.30. Delegates.
Status: in_force

(a) A membership corporation may provide in its articles of incorporation or bylaws for delegates.
(b) The articles of incorporation or bylaws may set forth provisions relating to:
  (1) The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal;
  (2) Calling, noticing, holding, and conducting meetings of delegates; and
  (3) Carrying on corporate activities during and between meetings of delegates.
(c) An assembly or other organized group of delegates constitutes a designated body if it has been vested with powers of the board of directors under the articles of incorporation or bylaws.
D.C. Code § 29-509 — DC Code / Title 29 / Chapter 5 / § 29-509
§ 29-509. Proxy prohibited.
Status: in_force

A shareholder of a professional corporation shall not enter into a voting trust, proxy, or any other arrangement vesting another person, other than another shareholder of the same corporation, with the authority to exercise the voting power of any or all of his shares, and any such voting trust, proxy, or other arrangement shall be void.
D.C. Code § 29-106.02 — DC Code / Title 29 / Chapter 1 / § 29-106.02
§ 29-106.02. Procedure and effect.
Status: in_force

(a) If the Mayor determines that one or more grounds exist under § 29-106.01 for dissolving a domestic filing entity, the Mayor shall serve the entity pursuant to § 29-104.12 with notice in a record of the Mayor’s determination.
(b) If a domestic filing entity, not later than 60 days after service of the notice required by subsection (a) of this section does not cure each ground for dissolution or demonstrate to the satisfaction of the Mayor that each ground determined by the Mayor does not exist, after the expiration of the 60-day period, the Mayor shall dissolve the entity administratively by signing a statement of dissolution that recites the grounds for dissolution and its effective date. The Mayor shall file the statement and serve a copy on the entity pursuant to § 29-104.12 and publish a notice of the statement on an appropriate website.
(c) A domestic filing entity that is dissolved administratively continues its existence as an entity, but shall not carry on any activities or affairs except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under § 29-106.03 .
(d) The administrative dissolution of a domestic filing entity shall not terminate the authority of its registered agent.
D.C. Code § 29-311.50 — DC Code / Title 29 / Chapter 3 / § 29-311.50
§ 29-311.50. Other remedies limited.
Status: in_force

(a) The legality of a proposed or completed corporate action described in § 29-311.02(a) shall not be contested and the corporate action shall not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
  (1) Was not authorized and approved in accordance with the applicable provisions of:
    (A) Subchapter VII, VIII, IX, or X of this chapter;
    (B) The articles of incorporation or bylaws; or
    (C) The resolution of the board of directors authorizing the corporate action;
  (2) Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
  (3) Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in § 29-306.72 and has been approved by the shareholders in the same manner as is provided in § 29-306.73 as if the interested transaction were a director’s conflicting interest transaction; or
  (4) Is approved by less than unanimous consent of the voting shareholders pursuant to § 29-305.04 if:
    (A) The challenge to the corporate action is brought by a shareholder that did not consent and as to which notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and
    (B) The proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
(b) Subsection (a) of this section shall not apply to a corporate action that:
D.C. Code § 29-412.22 — DC Code / Title 29 / Chapter 4 / § 29-412.22
§ 29-412.22. Receivership or custodianship.
Status: in_force

(a) The Superior Court in a judicial proceeding brought to dissolve a nonprofit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The Superior Court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The Superior Court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended. Among other powers:
  (1) The receiver:
    (A) May dispose of all or any part of the assets of the nonprofit corporation wherever located, at a public or private sale, if authorized by the court; and
    (B) May sue and defend in his or her own name as receiver of the corporation;
  (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors and any designated body, to the extent necessary to manage the affairs of the corporation consistent with its mission and in the best interests of its members, if any, and creditors.
(d) During a receivership, the Superior Court may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is consistent with the mission of the nonprofit corporation and in the best interests of the corporation, its members, and creditors.
(e) The Superior Court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and counsel from the assets of the nonprofit corporation or proceeds from the sale of the assets.
(f) This section does not apply to a religious corporation.
D.C. Code § 29-604.01 — DC Code / Title 29 / Chapter 6 / § 29-604.01
§ 29-604.01. Partner’s rights and duties.
Status: in_force

(a) Each partner shall deemed to have an account that is:
  (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and
  (2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
(b) Each partner shall be entitled to an equal share of the partnership profits and shall be chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.
(c) A partnership shall reimburse a partner for payments made, and indemnify a partner for liabilities incurred, by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section shall constitute a loan to the partnership which accrues interest from the date of the payment or advance.
(f) A partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of this section, § 29-604.07 , or § 29-610.02 .
(g) In the ordinary course of its business, a partnership may advance reasonable expenses, including attorney’s fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (f) of this section.
(h) A partnership may purchase or maintain insurance against liability arising from a partner’s status and asserted against or incurred by a partner acting in his or her capacity. Such insurance may be purchased and maintained even if, under § 29-601.04(b)(13) , the partnership agreement does not permit limitation or elimination of partner liability.
(i) Each partner shall have equal rights in the management and conduct of the partnership business.
(j) A partner shall use or possess partnership property only on behalf of the partnership.
(k) A partner shall not be entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(l) A difference arising as to a matter in the ordinary course of business of a partnership shall be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement shall be undertaken only with the consent of all of the partners.
(m) This section shall not affect the debts, liabilities, or other obligations of a partnership to other persons under § 29-603.01 .
D.C. Code § 29-406.52 — DC Code / Title 29 / Chapter 4 / § 29-406.52
§ 29-406.52. Mandatory indemnification.
Status: in_force

A nonprofit corporation shall indemnify a director or officer to the extent the director or officer was successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because the director or officer was a director or officer of the corporation against reasonable expenses incurred by the director or officer in connection with the proceeding.
D.C. Code § 29-312.20 — DC Code / Title 29 / Chapter 3 / § 29-312.20
§ 29-312.20. Grounds for judicial dissolution.
Status: in_force

(a) The Superior Court may dissolve a corporation:
  (1) In a proceeding by the Attorney General for the District of Columbia if it is established that the corporation:
    (A) Obtained its articles of incorporation through fraud; or
    (B) Has continued to exceed or abuse the authority conferred upon it by law;
  (2) In a proceeding by a shareholder if it is established that:
    (A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the activities and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, 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 shareholders 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 expired; or
    (D) The corporate assets are being misapplied or wasted;
    (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 writing that the creditor’s claim is due and owing and the corporation is insolvent;
  (3) In a proceeding by a creditor if it is established that:
  (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
  (5) In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(b) Subsection (a)(2) of this section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares which are:
  (1) Listed on the New York Stock Exchange, the American Stock Exchange or on any exchange owned or operated by the NASDAQ Stock Market LLC, or listed or quoted on a system owned or operated by the Financial Industry Regulatory Authority; or
  (2) Not so listed or quoted, but are held by at least 300 shareholders and the shares outstanding have a market value of at least $20 million, exclusive of the value of the shares held by the corporation’s subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10% of such shares) [sic].
(c) For the purposes of this section, the term “beneficial shareholder” has the meaning specified in § 29-311.01(2) .
D.C. Code § 29-918 — DC Code / Title 29 / Chapter 9 / § 29-918
§ 29-918. Directors.
Status: in_force

(a) An association shall be managed by a board of not less than 5 directors, who are elected for a term fixed in the bylaws, not to exceed 3 years, by and from the members of the association and hold office until their successors are elected or until removed. The bylaws of an association that provides multi-family cooperative housing for low and moderate income individuals who are receiving assistance through one or more of the federal programs described in § 47-1002(20) may provide that one or more of the directors, but not a majority of the directors, may be appointed by a nonprofit sponsoring organization which helped create the association so as to maintain a continuing and stabilizing interest in its well-being; provided, that the sponsoring organization shall not appoint any directors after the association has been established for 10 years. The director or directors appointed by the sponsoring organization need not be members of the association. Vacancies in the board of directors, otherwise than by removal or expiration of term, shall be filled in such manner as the bylaws may provide.
(b) The bylaws may provide for a method of apportioning the number of directors among the units into which the association may be divided and for the election of directors by the respective units to which they are apportioned.
(c) An executive committee of the board of directors may be elected in such manner and with such powers and duties as the articles or bylaws may prescribe.
(d) Meetings of directors and of the executive committee may be held inside or outside the District.
(e) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
D.C. Code § 29-413.07 — DC Code / Title 29 / Chapter 4 / § 29-413.07
§ 29-413.07. Limitations on use of membership list.
Status: in_force

(a) Without consent of the board of directors, a membership list or any part thereof shall not be obtained or used by any person and shall not be:
  (1) Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the nonprofit corporation;
  (2) Used for any commercial purpose; or
  (3) Sold to or purchased by any person.
(b) Instead of making a membership list available for inspection and copying under this subpart, a nonprofit corporation may elect to proceed under the procedures set forth in § 29-405.20(f) .
D.C. Code § 29-412.04 — DC Code / Title 29 / Chapter 4 / § 29-412.04
§ 29-412.04. Revocation of dissolution.
Status: in_force

(a) A nonprofit corporation may revoke its dissolution within 120 days of its effective date.
(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members.
(c) After the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the Mayor for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
  (1) The name of the corporation;
  (2) The effective date of the dissolution that was revoked;
  (3) The date that the revocation of dissolution was authorized; and
  (4) That the revocation of dissolution was approved in the manner required by this chapter and by the articles of incorporation and bylaws.
(d) Revocation of dissolution shall be effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the nonprofit corporation resumes carrying on its activities as if dissolution had never occurred.
D.C. Code § 29-105.12 — DC Code / Title 29 / Chapter 1 / § 29-105.12
§ 29-105.12. Action by Attorney General.
Status: in_force

The Attorney General for the District of Columbia may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in the District in violation of this title.
D.C. Code § 29-601.10 — DC Code / Title 29 / Chapter 6 / § 29-601.10
§ 29-601.10. Signing and filing pursuant to judicial order.
Status: in_force

(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing under this chapter does not do so, any other person that is aggrieved may petition the Superior Court to order:
  (1) The person to sign the record;
  (2) The person to deliver the record to the Mayor for filing; or
  (3) The Mayor to file the record unsigned.
(b) If a petitioner under subsection (a) of this section is not the partnership or foreign limited liability partnership to which the record pertains, the petitioner shall make the partnership a party to the action.
(c) A record filed under subsection (a)(3) of this section is effective without being signed.
D.C. Code § 29-1202.01 — DC Code / Title 29 / Chapter 12 / § 29-1202.01
§ 29-1202.01. Certificate of trust.
Status: in_force

(a) To form a statutory trust, a person shall deliver a certificate of trust to the Mayor for filing.
(b) A certificate of trust shall state:
  (1) The name of the statutory trust, which must comply with §§ 29-103.01 and 29-103.02(i) ;
  (2) The street and mailing address of the principal office of the trust;
  (3) The name and street and mailing address of the registered agent of the trust; and
  (4) If the trust may have one or more series, a statement to that effect.
(c) A certificate of trust may contain any term in addition to those required by subsection (b) of this section but may not vary or otherwise affect the provisions specified in § 29-1201.04 in a manner that is inconsistent with that section.
(d) A statutory trust is formed when the certificate of trust becomes effective.
(e) A filed certificate of trust, a filed statement of cancellation or change, or articles filed under subchapter VII of this chapter or Chapter 2 of this title prevail over inconsistent terms of a trust instrument.
D.C. Code § 29-413.02 — DC Code / Title 29 / Chapter 4 / § 29-413.02
§ 29-413.02. Inspection of records by members.
Status: in_force

(a) Subject to § 29-413.07 , a member of a nonprofit corporation shall be entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in § 29-413.01(e) if the member delivers to the corporation a signed notice in the form of a record at least 5 business days before the date on which the member wishes to inspect and copy.
(b) A member of a nonprofit corporation shall be entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and delivers to the corporation a signed notice in the form of a record at least 5 business days before the date on which the member wishes to inspect and copy:
  (1) Excerpts from any records required to be maintained under § 29-413.01(a) , to the extent not subject to inspection under § 29-413.02(a) ;
  (2) Accounting records of the corporation; and
  (3) Subject to § 29-413.07 , the membership list.
(c) A member may inspect and copy the records described in subsection (b) of this section only if:
  (1) The member’s demand is made in good faith and for a proper purpose;
  (2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
  (3) The records are directly connected with this purpose.
(d) The right of inspection granted by this section may not be abolished or limited by a nonprofit corporation’s articles of incorporation or bylaws.
(e) This section shall not affect:
  (1) The right of a member to inspect records under § 29-405.20 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
  (2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
D.C. Code § 29-301.02 — DC Code / Title 29 / Chapter 3 / § 29-301.02
§ 29-301.02. Definitions.
Status: in_force

For the purpose of this chapter, the term:
(1) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue.
(2) “Bylaws” means the code of rules, other than the articles of incorporation, adopted for the regulation and governance of the internal affairs of the corporation, regardless of the name or names used to refer to those rules.
(3) “Conspicuous” means so written, displayed, or presented that a reasonable person against whom it is to operate should have noticed it. Conspicuous terms shall include:
  (A) A heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and
  (B) Language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language.
(4) “Corporation”, “domestic corporation”, or “domestic business corporation” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to this chapter.
(5) “Distribution” means a direct or indirect transfer of money or other property, except a corporation’s own shares, or incurrence of indebtedness by the corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of:
  (A) A declaration or payment of a dividend;
  (B) A purchase, redemption, or other acquisition of shares;
  (C) A distribution of indebtedness; or
  (D) Another method.
(6) “Domestic unincorporated entity” means an unincorporated entity whose internal affairs are governed by the laws of the District.
(7) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(8) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.
(9) “Eligible interests” means interests or shares.
(10) “Employee” shall include an officer but not a director. A director may accept duties that make the director also an employee.
(11) “Expenses” means reasonable expenses of any kind that are incurred in connection with a matter.
(12) “Foreign corporation” means a corporation incorporated under a law other than the law of the District which would be a business corporation if incorporated under the laws of the District.
(13) “Foreign nonprofit corporation” means a corporation incorporated under a law other than the law of the District, which would be a nonprofit corporation if incorporated under the laws of the District.
(14) “Foreign unincorporated entity” means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than the District.
(15) “Owner liability” means personal liability for a debt, obligation, or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person:
  (A) Solely by reason of the person’s status as a shareholder, member, or interest holder; or
  (B) By the articles of incorporation, bylaws, or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws, or an organic document to make one or more specified shareholders, members, or interest holders liable in their capacity as shareholders, members, or interest holders for all or specified debts, obligations, or liabilities of the entity.
(16) “Public corporation” means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities association.
(17) “Record date” means the date established under subchapter IV or V of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(18) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under § 29-306.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(19) “Shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.
(20) “Shares” means the units into which the proprietary interests in a corporation are divided.
(21) “Subscriber” means a person that subscribes for shares in a corporation, whether before or after incorporation.
(22) “Unincorporated entity” means an entity that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government. The term “unincorporated entity” shall include a general partnership, limited liability company, limited partnership, limited cooperative association, business or statutory trust, joint stock association, and unincorporated nonprofit association.
(23) “Vote”, “voting”, or “casting a vote” includes the giving of consent without a meeting. The term “vote”, “voting”, “casting a vote” shall not include either recording the fact of abstention or failing to vote for a candidate or for approval or disapproval of a matter, whether or not the person entitled to vote characterizes the conduct as voting or casting a vote.
(24) “Voting group” means all shares of one or more classes or series that, under the articles of incorporation or this chapter, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are, for that purpose, a single voting group.
(25) “Voting power” means the current power to vote in the election of directors or to vote on approval of any type of fundamental transaction. For the purposes of this paragraph, the term “fundamental transaction” means an amendment of the articles of incorporation or bylaws, merger, interest exchange, sale of all or substantially all of the assets, domestication, conversion, or dissolution of a corporation.
D.C. Code § 29-1206.10 — DC Code / Title 29 / Chapter 12 / § 29-1206.10
§ 29-1206.10. Derivative action by beneficial owner.
Status: in_force

A beneficial owner may maintain a derivative action to enforce a right of a statutory trust if:
(1) The beneficial owner first makes a demand on the trustees, requesting that the trustees cause the trust to bring an action to redress the injury or enforce the right, and the trustees do not bring the action within a reasonable time; or
(2) A demand would be futile.
D.C. Code § 29-412.09 — DC Code / Title 29 / Chapter 4 / § 29-412.09
§ 29-412.09. Directors’ duties.
Status: in_force

(a) Directors shall cause the dissolved nonprofit corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets after payment or provision for claims.
(b) Directors of a dissolved nonprofit corporation that has disposed of claims under § 29-412.06 , § 29-412.07 , or § 29-412.08 shall not be liable for breach of § 29-412.09(a) with respect to claims against the dissolved corporation that are barred or satisfied under § 29-412.06 , § 29-412.07 , or § 29-412.08 .
D.C. Code § 29-406.20 — DC Code / Title 29 / Chapter 4 / § 29-406.20
§ 29-406.20. Meetings.
Status: in_force

(a) The board of directors may hold regular or special meetings in or outside of the District.
(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be considered to be present in person at the meeting.
D.C. Code § 29-1205.09 — DC Code / Title 29 / Chapter 12 / § 29-1205.09
§ 29-1205.09. Reimbursement, indemnification, advancement, and exoneration.
Status: in_force

(a) A statutory trust shall reimburse a trustee for any payment made by the trustee in the course of the trustee’s activities on behalf of the statutory trust, if the trustee complied with §§ 29-1205.05 and 29-1206.15 in making the payment.
(b) A statutory trust may indemnify and hold harmless a trustee, beneficial owner, or person designated pursuant to § 29-1201.03(e)(8) or (9) with respect to any claim or demand against the person by reason of the person’s relationship with the trust if the claim or demand does not arise from the person’s bad faith, willful misconduct, or reckless indifference.
(c) Expenses, including reasonable attorneys’ fees and costs, incurred by a trustee, beneficial owner, or person designated pursuant to § 29-1201.03(e)(8) or (9) in connection with a claim or demand against the person by reason of the person’s relationship to a statutory trust may be paid by the trust before the final disposition of the claim or demand, upon an undertaking by or on behalf of the person to repay the trust if the person is ultimately determined not to be entitled to be indemnified under subsection (b) of this section.
(d) A term in the governing instrument relieving or exonerating a trustee or person designated pursuant to § 29-1201.03(e)(8) or (9) from liability is unenforceable to the extent it relieves or exonerates the trustee from liability for conduct involving bad faith, willful misconduct, or reckless indifference.
(e) A statutory trust may purchase and maintain insurance on behalf of a trustee, person designated under § 29-1201.03(e)(8) or (9), or beneficial owner of the trust, against any liability asserted against or incurred by the trustee, person, or beneficial owner in that capacity, or arising from that status. The purchase and maintenance of insurance may occur even if, under § 29-1201.04(9) , the trust instrument cannot limit or eliminate a person’s liability to the trust for the conduct giving rise to the liability.
D.C. Code § 29-107.01 — DC Code / Title 29 / Chapter 1 / § 29-107.01
§ 29-107.01. Reservation of power to amend or repeal.
Status: in_force

(a) The Council may amend or repeal all or part of this title at any time and all domestic and foreign entities subject to this title shall be governed by the amendment or repeal.
(b) The following rules apply to a corporation formed in the District before the effective date of the District of Columbia Business Corporations Act, approved June 8, 1954 (Pub. L. 83-389; 68 Stat. 179), or the District of Columbia Nonprofit Corporation Act, approved August 6, 1962 (Pub. L. No. 87-569; 76 Stat. 265), which did not elect to avail itself of the provisions of those acts:
  (1) Until January 1, 2014, the corporation shall be governed by the statute under which it was formed as if that statute had not been repealed by this act.
  (2) Before January 1, 2014, the corporation may elect to avail itself of the provisions of this title by adopting a resolution making this election, and by delivering to the Mayor for filing a copy of the resolution and a copy of the corporation’s articles of incorporation. Upon filing by the Mayor of the resolution and articles, the corporation shall be deemed to exist under this title. The corporation shall file a biennial report, as required by § 29-102.11 , by the next April 1 following the date of delivery of the resolution and articles to the Mayor for filing.
  (3) A corporation that has not previously elected to avail itself of the provisions of this title by April 1, 2014, pursuant to paragraph (2) of this subsection and desires to do business in the District is subject to this title to the extent that it shall be required to file a biennial report under § 29-102.11 , a copy of its articles of incorporation, and the names and addresses of its current directors and officers and designate a registered agent. The corporation shall file biennial reports under § 29-102.11 every 2 years thereafter
  (4) Any corporation that does not fully comply with either paragraph (2) or (3) of this subsection shall become otherwise subject to this title by January 1, 2014 and is thereafter barred from asserting that it is not subject to this title.
(c) (1) Notwithstanding subsections (a) and (b) of this section, any nonprofit corporation chartered by a special act of Congress may elect to become a domestic nonprofit corporation under this title or to register as a corporation chartered by special act of Congress.
  (2) The corporation may elect to avail itself of the provisions of this title by adopting a resolution making this election, and by delivering to the Mayor for filing a copy of the resolution and a copy of the corporation’s congressional charter and subsequent amendments and by filing restated articles of incorporation. Upon filing by the Mayor of the resolution and articles, the corporation shall be deemed to exist under this title. In the event such election is made, to the extent the provisions of this title, including chapter 4 (the Nonprofit Corporations Act of 2010), are inconsistent with such nonprofit corporation’s congressional charter or its bylaws, the provisions of such nonprofit corporation’s congressional charter and bylaws shall prevail.
  (3) If the corporation does not elect to avail itself to the provisions of this title pursuant to paragraph (2) of this subsection, the corporation shall register with the Mayor by delivering a statement that contains the corporation’s name, date of formation, name and address of one governor, name and address of its registered agent and copy of its federal charter and subsequent amendments by January 1, 2014. Once registered, the corporation shall file biennial reports as required by section § 29-102.11 and maintain its registered agent as required by § 29-104.04 .
  (4) Neither the issuance of a certificate of election pursuant to paragraph (2) of this subsection nor the issuance of certificate of registration pursuant to paragraph (3) of this subsection to a corporation created under the provisions of a special act of Congress, nor the adoption of any amendment pursuant to this title, shall release or terminate any duty or obligation expressly imposed upon any such corporation under and by virtue of the special act of Congress under which it was created or any amendment made thereto, nor enlarge any right, power, or privilege granted any such corporation by such special act except to the extent that such right, power, or privilege might have been included in the articles of a corporation organized under this title.
D.C. Code § 29-1201.03 — DC Code / Title 29 / Chapter 12 / § 29-1201.03
§ 29-1201.03. Governing instrument: scope, limitations, and amendment.
Status: in_force

(a) Except as otherwise provided in § 29-1201.04 , the governing instrument shall govern the:
  (1) Management, affairs, and conduct of the business of a statutory trust; and
  (2) Rights, interests, duties, obligations, and powers of, and the relations among, the trustees, a person designated under subsection (e)(8) or (9) of this section, the beneficial owners, and the statutory trust.
(b) To the extent the governing instrument does not otherwise provide for a matter described in subsection (a) of this section, this chapter shall govern the matter.
(c) The governing instrument may include one or more instruments, agreements, declarations, bylaws, or other records and refer to or incorporate any record.
(d) The governing instrument may be amended with the approval of all the beneficial owners.
(e) Subject to § 29-1201.04 , without limiting the terms that may be included in a governing instrument, the governing instrument may:
  (1) Provide the means by which beneficial ownership is determined and evidenced;
  (2) Limit a beneficial owner’s right to transfer its beneficial interest;
  (3) Provide for one or more series under subchapter IV of this chapter ;
  (4) To the extent that voting rights are granted under the governing instrument, include terms relating to:
    (A) Notice of the date, time, place, or purpose of any meeting at which any matter is to be voted on;
    (B) Waiver of notice;
    (C) Action by consent without a meeting;
    (D) Establishment of record dates;
    (E) Quorum requirements;
    (F) Voting:
      (i) In person;
      (ii) By proxy;
      (iii) By any form of communication that creates a record, telephone, or video conference; or
      (iv) In any other manner; or
    (G) Any other matter with respect to the exercise of the right to vote;
  (5) Subject to § 29-1204.03 , provide for the creation of one or more classes of trustees, beneficial owners, or beneficial interests having separate rights, powers, or duties;
  (6) Subject to § 29-1204.03 , provide for any action to be taken without the vote or approval of any particular trustee or beneficial owner, or classes of trustees, beneficial owners, or beneficial interests, including:
    (A) Amendment of the governing instrument;
    (B) Merger, conversion, interest exchange, or domestication;
    (C) Appointment of trustees;
    (D) Sale, lease, exchange, transfer, pledge, or other disposition of all or any part of the property of the statutory trust or the property of any series thereof; and
    (E) Dissolution of the statutory trust;
  (7) Provide for the creation of a statutory trust, including the creation of a statutory trust to which all or any part of the property, liabilities, profits, or losses of a statutory trust may be transferred or exchanged, and for the conversion of beneficial interests in a statutory trust, or series thereof, into beneficial interests in the new statutory trust or series thereof;
  (8) Provide for the appointment, election, or engagement of agents or independent contractors of the statutory trust or delegates of the trustees, or agents, officers, employees, managers, committees, or other persons that may manage the activities and affairs of the statutory trust, designate their titles, and specify their rights, powers, and duties;
  (9) Provide rights to any person, including a person that is not a party to the governing instrument;
  (10) Subject to paragraph (11) of this subsection, specify the manner in which the governing instrument may be amended, including, unless waived by all persons for whose benefit the condition or requirement was intended, a:
    (A) Condition that a person that is not a party to the instrument shall approve the amendment for it to be effective; and
    (B) Requirement that the governing instrument may be amended only as provided in the governing instrument or as otherwise permitted by law.
  (11) Provide that a person may comply with paragraph (10) of this subsection by a representative authorized by the person orally, in a record, or by conduct;
  (12) Provide that a person becomes a beneficial owner, acquires a beneficial interest, and is bound by the governing instrument if the person complies with the conditions for becoming a beneficial owner set forth in the governing instrument, such as payment to the statutory trust or to a previous beneficial owner;
  (13) Provide that the statutory trust or the trustees, acting for the statutory trust, hold beneficial ownership of any income earned on securities held by the statutory trust that are issued by any business entity formed, organized, or existing under the laws of any jurisdiction;
  (14) Provide for the establishment of record dates;
  (15) Grant to, or withhold from, a trustee or beneficial owner, or class of trustees or beneficial owners, the right to vote, separately or with any or all other trustees or beneficial owners, or class of trustees or beneficial owners, on any matter; and
  (16) Limit the duration of the statutory trust.
D.C. Code § 29-1001.10 — DC Code / Title 29 / Chapter 10 / § 29-1001.10
§ 29-1001.10. Required information.
Status: in_force

(a) Subject to subsection (b) of this section, a limited cooperative association shall maintain in a record available at its principal office:
  (1) A list containing the name, last known street address and, if different, mailing address, and term of office of each director and officer;
  (2) The initial articles of organization and all amendments to and restatements of the articles, together with a signed copy of any power of attorney under which any article, amendment, or restatement has been signed;
  (3) The initial bylaws and all amendments to and restatements of the bylaws;
  (4) All filed articles of merger and statements filed under Chapter 2 of this title ;
  (5) All financial statements of the association for the 6 most recent years;
  (6) The 6 most recent biennial reports delivered by the association to the Mayor;
  (7) The minutes of members meetings for the 6 most recent years;
  (8) Evidence of all actions taken by members without a meeting for the 6 most recent years;
  (9) A list containing:
    (A) The name, in alphabetical order, and last known street address and, if different, mailing address of each patron member and each investor member; and
    (B) If the association has districts or classes of members, information from which each current member in a district or class may be identified;
  (10) The federal income tax returns, any state and local income tax returns, and any tax reports of the association for the 6 most recent years;
  (11) Accounting records maintained by the association in the ordinary course of its operations for the 6 most recent years;
  (12) The minutes of directors meetings for the 6 most recent years;
  (13) Evidence of all actions taken by directors without a meeting for the 6 most recent years;
  (14) The amount of money contributed and agreed to be contributed by each member;
  (15) A description and statement of the agreed value of contributions other than money made and agreed to be made by each member;
  (16) The times at which, or events on the happening of which, any additional contribution is to be made by each member;
  (17) For each member, a description and statement of the member’s interest or information from which the description and statement can be derived; and
  (18) All communications concerning the association made in a record to all members, or to all members in a district or class, for the 6 most recent years.
(b) If a limited cooperative association has existed for less than the period for which records must be maintained under subsection (a) of this section, the period for which records must be kept shall be the period of the association’s existence.
(c) The organic rules may require that more information be maintained.
D.C. Code § 29-1122 — DC Code / Title 29 / Chapter 11 / § 29-1122
§ 29-1122. Distributions prohibited; compensation and other permitted payments.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, an unincorporated nonprofit association shall not pay dividends or make distributions to a member or manager.
(b) An unincorporated nonprofit association may:
  (1) Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services rendered;
  (2) Confer benefits on a member or manager in conformity with its nonprofit purposes;
  (3) Repurchase a membership and repay a capital contributions made by a member to the extent authorized by its governing principles; or
  (4) Make distributions of property to members upon winding up and termination to the extent permitted by § 29-1125 .
D.C. Code § 29-313.02 — DC Code / Title 29 / Chapter 3 / § 29-313.02
§ 29-313.02. Inspection of records by shareholders.
Status: in_force

(a) A shareholder of a corporation shall be entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in § 29-313.01(e) if the shareholder gives the corporation notice in a record of the shareholder’s demand at least 5 business days before the date on which the shareholder wishes to inspect and copy.
(b) A shareholder of a corporation shall be entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation notice in a record of the shareholder’s demand at least 5 business days before the date on which the shareholder wishes to inspect and copy:
  (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under § 29-313.02(a) ;
  (2) Accounting records of the corporation; and
  (3) The record of shareholders.
(c) A shareholder may inspect and copy the records described in subsection (b) of this section only if:
  (1) The shareholder’s demand is made in good faith and for a proper purpose;
  (2) The shareholder describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and
  (3) The records are directly connected with the shareholder’s purpose.
(d) The right of inspection granted by this section shall not be abolished or limited by a corporation’s articles of incorporation or bylaws.
(e) This section shall not affect:
  (1) The right of a shareholder to inspect records under § 29-305.20 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
  (2) The power of the Superior Court, independently of this chapter, to compel the production of corporate records for examination.
(f) For purposes of this section, the term “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder’s behalf.
D.C. Code § 29-1010.04 — DC Code / Title 29 / Chapter 10 / § 29-1010.04
§ 29-1010.04. Allocations of profits and losses.
Status: in_force

(a) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association shall be allocated in the same proportion as profits.
(b) Unless the organic rules otherwise provide, all profits and losses of a limited cooperative association shall be allocated to patron members.
(c) If a limited cooperative association has investor members, the organic rules shall not reduce the allocation to patron members to less than 50% of profits. For purposes of this subsection, the following rules shall apply:
  (1) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services shall not be considered amounts allocated to patron members.
  (2) Amounts paid, due, or allocated to investor members as a stated fixed return on equity shall not be considered amounts allocated to investor members.
(d) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (a), (b), and (c) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:
  (1) An unallocated capital reserve; and
  (2) Reasonable unallocated reserves for specific purposes, including:
    (A) Expansion and replacement of capital assets;
    (B) Education, training, and cooperative development;
    (C) Creation and distribution of information concerning principles of cooperation; and
    (D) Community responsibility.
(e) Subject to subsections (b) and (f) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (d) of this section to:
  (1) Patron members in the ratio of each member’s patronage to the total patronage of all patron members during the period for which allocations are to be made; and
  (2) Investor members, if any, in the ratio of each investor member’s contributions to the total contributions of all investor members.
(f) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members’ contributions, or other equitable methods.
D.C. Code § 29-1001.06 — DC Code / Title 29 / Chapter 10 / § 29-1001.06
§ 29-1001.06. Governing law.
Status: in_force

The law of the District shall govern the:
(1) Internal affairs of a limited cooperative association; and
(2) Liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.
D.C. Code § 29-710.03 — DC Code / Title 29 / Chapter 7 / § 29-710.03
§ 29-710.03. Action on plan of merger by constituent limited partnership.
Status: in_force

(a) Subject to § 29-710.06 , a plan of merger shall be consented to by all the partners of a constituent limited partnership.
(b) Subject to § 29-710.06 and any contractual rights, after a merger is approved, and at any time before a filing is made under § 29-710.04 , a constituent limited partnership may amend the plan or abandon the planned merger:
  (1) As provided in the plan; and
  (2) Except as prohibited by the plan, with the same consent as was required to approve the plan.
D.C. Code § 29-1302.01 — DC Code / Title 29 / Chapter 13 / § 29-1302.01
§ 29-1302.01. Corporate purposes.
Status: in_force

(a) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under § 29-303.01 .
(b) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under § 29-303.01 and subsection (a) of this section. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (a) of this section.
(c) The creation of general public benefit and specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation.
(d) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit for that benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.
(e) A professional corporation that is a benefit corporation does not violate § 29-505 by having its purpose be to create general public benefit or a specific public benefit.
D.C. Code § 29-1007.02 — DC Code / Title 29 / Chapter 10 / § 29-1007.02
§ 29-1007.02. Marketing contracts.
Status: in_force

(a) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale shall transfer title to the association upon delivery or at any other specific time expressly provided by the contract.
(b) A marketing contract may:
  (1) Authorize a limited cooperative association to create an enforceable security interest in the products, commodities, or goods delivered; and
  (2) Allow the association to sell the products, commodities, or goods delivered, and pay the sales price, on a pooled or other basis after deducting selling costs, processing costs, overhead, expenses, and other charges.
(c) Some or all of the provisions of a marketing contract between a patron member and a limited cooperative association may be contained in the organic rules.
D.C. Code § 29-1007.04 — DC Code / Title 29 / Chapter 10 / § 29-1007.04
§ 29-1007.04. Remedies for breach of contract.
Status: in_force

(a) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation. A provision that so provides shall not be a penalty.
(b) Upon a breach of a marketing contract, whether by anticipatory repudiation or otherwise, a limited cooperative association may seek:
  (1) An injunction to prevent further breach; and
  (2) Specific performance.
(c) The remedies in this section are in addition to any other remedies available to an association under law other than this chapter.
D.C. Code § 29-710.07 — DC Code / Title 29 / Chapter 7 / § 29-710.07
§ 29-710.07. Liability of general partner after merger.
Status: in_force

(a) A merger under this article shall not discharge any liability under §§ 29-704.04 and 29-706.07 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:
  (1) The provisions of this chapter pertaining to the collection or discharge of that liability shall continue to apply to that liability;
  (2) For the purposes of applying those provisions, the surviving limited partnership shall be deemed to be the constituent limited partnership; and
  (3) If a person is required to pay any amount under this subsection:
    (A) The person shall have a right of contribution from each other person that was liable as a general partner under § 29-704.04 when the obligation was incurred and has not been released from the obligation under § 29-706.07 ; and
    (B) 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.
(b) In addition to any other liability provided by law:
  (1) A person that immediately before a merger became effective was a general partner in a constituent limited partnership that was not a limited liability limited partnership shall be personally liable for each obligation of the surviving limited partnership arising from a transaction with a third party after the merger becomes effective if, 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:
      (i) The surviving business is the constituent limited partnership;
      (ii) The constituent limited partnership is not a limited liability limited partnership; and
      (iii) The person is a general partner in the constituent limited partnership; and
  (2) A person that was dissociated as a general partner from a constituent limited partnership before the merger became effective shall be personally liable for each obligation of the surviving limited partnership arising from a transaction with a third party after the merger becomes effective if:
    (A) Immediately before the merger became effective, the surviving limited partnership was not a limited liability limited partnership; and
    (B) 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:
      (i) Does not have notice of the dissociation;
      (ii) Does not have notice of the merger; and
      (iii) Reasonably believes that the surviving limited partnership is the constituent limited partnership, the constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the constituent limited partnership.
D.C. Code § 29-601.08 — DC Code / Title 29 / Chapter 6 / § 29-601.08
§ 29-601.08. Partnership agreement; effect on partnership and person becoming partner; preformation agreement.
Status: in_force

(a) A person that becomes a partner of a partnership is deemed to assent to the partnership agreement.
(b) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership itself has manifested assent to the agreement.
(c) Two or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
D.C. Code § 29-404.12 — DC Code / Title 29 / Chapter 4 / § 29-404.12
§ 29-404.12. Member’s liability to third parties.
Status: in_force

A member of a membership corporation shall not be as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
D.C. Code § 29-608.06 — DC Code / Title 29 / Chapter 6 / § 29-608.06
§ 29-608.06. Partner’s liability to other partners after dissolution.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section and § 29-603.06 , after dissolution, a partner shall be liable to the other partners for the partner’s share of any partnership liability incurred under § 29-608.04 .
(b) A partner that, with knowledge of the dissolution, incurs a partnership liability under § 29-608.04(2) by an act that is not appropriate for winding up the partnership activities and affairs shall be liable to the partnership for any damage caused to the partnership arising from the liability.
D.C. Code § 29-1001.03 — DC Code / Title 29 / Chapter 10 / § 29-1001.03
§ 29-1001.03. Nature of limited cooperative association.
Status: in_force

(a) A limited cooperative association organized under this chapter shall be an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:
  (1) Ownership, financing, and receipt of benefits by the members for whose interests the association is formed; and
  (2) Separate investments in the association by members who may receive returns on their investments and a share of control.
(b) The fact that a limited cooperative association does not have one or more of the characteristics described in subsection (a) of this section shall not alone prevent the association from being formed under, and governed by, this chapter and shall not alone provide a basis for an action against the association.
D.C. Code § 29-1205.07 — DC Code / Title 29 / Chapter 12 / § 29-1205.07
§ 29-1205.07. Interested transactions.
Status: in_force

(a) For the purposes of this section, the term “covered party” means a trustee, officer, employee, or manager of a statutory trust, or a related party of a trustee, officer, employee, manager, or other person designated pursuant to § 29-1201.03(e)(8) or (9).
(b) Subject to subsection (c) of this section, a covered party may lend money to, borrow money from, act as a surety, guarantor, or endorser for, guarantee or assume an obligation of, provide collateral for, or do other business with the statutory trust and, subject to law other than this title, has the same rights and obligations with respect to those matters as a person that is not a covered party.
(c) A transaction described in subsection (b) of this section shall be voidable by the statutory trust unless the covered party shows that the transaction is fair to the trust.
D.C. Code § 29-1008.12 — DC Code / Title 29 / Chapter 10 / § 29-1008.12
§ 29-1008.12. Action without meeting.
Status: in_force

(a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.
(b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.
(c) A record of consent for any action under subsection (a) of this section may specify the effective date or time of the action.
D.C. Code § 29-1008.08 — DC Code / Title 29 / Chapter 10 / § 29-1008.08
§ 29-1008.08. Suspension of director by board.
Status: in_force

(a) A board of directors may suspend a director if, considering the director’s course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:
  (1) Fraudulent conduct with respect to the association or its members;
  (2) Gross abuse of the position of director;
  (3) Intentional or reckless infliction of harm on the association; or
  (4) Any other behavior, act, or omission as provided by the organic rules.
(b) A suspension under subsection (a) of this section shall be effective for 30 days unless the board of directors calls, and gives notice of, a special meeting of members for removal of the director before the end of the 30-day period, in which case the suspension shall be effective until adjournment of the meeting or the director is removed.
D.C. Code § 29-1303.02 — DC Code / Title 29 / Chapter 13 / § 29-1303.02
§ 29-1303.02. Benefit director.
Status: in_force

(a) The board of directors of a benefit corporation shall include one director, who:
  (1) Shall be designated the benefit director; and
  (2) Shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this subchapter.
(b) The benefit director shall be elected, and may be removed, in the manner provided by subchapter VI of Chapter 3 of this title , and shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this section.
(c) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by § 29-1304.01 , the opinion of the benefit director on each of the following:
  (1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report; and
  (2) Whether the directors and officers complied with §§ 29-1303.01(a) and 29-1303.03(a) , respectively.
  (3) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to comply with §§ 29-1303.01(a) and 29-1303.03(a) , a description of the ways in which the benefit corporation or its directors or officers failed to comply.
(d) The acts of an individual in the capacity of a benefit director shall constitute for all purposes acts of that individual in the capacity of a director of the benefit corporation.
(e) (1) If an agreement among the shareholders of a benefit corporation under § 29-305.42 provides that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors, the bylaws of a benefit corporation must provide that the persons or shareholders who perform the duties of the board of directors include a person with the powers, duties, rights, and immunities of a benefit director.
  (2) A person that exercises one or more of the powers, duties or rights of a benefit director under this subsection:
    (A) Does not need to be independent of the benefit corporation;
    (B) Shall have the immunities of a benefit director;
    (C) May share the powers, duties, and rights of a benefit director with one or more other persons; and
    (D) Shall not be subject to the procedures for election or removal of directors in § 29-306 unless:
      (i) The person is also a director of the benefit corporation; or
      (ii) The bylaws make those procedures applicable.
(f) Regardless of whether the articles of incorporation of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by § 29-302.02(b)(4) , a benefit director shall not be personally liable for any action taken, or any failure to take any action, as a director, except liability for:
  (1) The amount of a financial benefit received by a director to which the director is not entitled;
  (2) An intentional infliction of harm on the corporation or the shareholders;
  (3) A violation of § 29-306.32 ; or
  (4) A violation of criminal law.
D.C. Code § 29-205.03 — DC Code / Title 29 / Chapter 2 / § 29-205.03
§ 29-205.03. Approval of domestication.
Status: in_force

(a) A plan of domestication shall not be effective unless it has been approved:
  (1) By a domestic domesticating entity:
    (A) In accordance with the requirements, if any, in its organic rules for approval of a domestication;
    (B) If its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
      (i) In the case of an entity that is not a business corporation, a merger as if the domestication were a merger; or
      (ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation as if the domestication were that type of merger; or
    (C) If its organic law or organic rules do not provide for approval of a domestication or a merger described in subparagraph (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
  (2) In a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
    (A) The organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and
    (B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity shall not be effective unless it is approved in accordance with the law of the foreign entity’s jurisdiction of formation.
D.C. Code § 29-1010.02 — DC Code / Title 29 / Chapter 10 / § 29-1010.02
§ 29-1010.02. Contribution and valuation.
Status: in_force

(a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.
(b) The receipt and acceptance of contributions and the valuation of contributions shall be reflected in a limited cooperative association’s records.
(c) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member’s contributions received or to be received and the determination by the board of directors of valuation shall be conclusive for purposes of determining whether the member’s contribution obligation has been met.
D.C. Code § 29-1008.17 — DC Code / Title 29 / Chapter 10 / § 29-1008.17
§ 29-1008.17. Committees.
Status: in_force

(a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.
(b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.
(c) An individual who is not a director and is serving on a committee shall have the same rights, duties, and obligations as a director serving on the committee.
(d) Unless the organic rules otherwise provide each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee shall not:
  (1) Approve allocations or distributions except according to a formula or method prescribed by the board of directors;
  (2) Approve or propose to members action requiring approval of members; or
  (3) Fill vacancies on the board of directors or any of its committees.
D.C. Code § 29-305.57 — DC Code / Title 29 / Chapter 3 / § 29-305.57
§ 29-305.57. Applicability to foreign corporations.
Status: in_force

In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation, except for §§ 29-305.53 , 29-305.55 , and 29-305.56 .
D.C. Code § 29-406.32 — DC Code / Title 29 / Chapter 4 / § 29-406.32
§ 29-406.32. Loans to or guarantees for directors and officers.
Status: in_force

(a) A nonprofit corporation shall not lend money to or guarantee the obligation of a director or officer of the corporation.
(b) This section shall not apply to:
  (1) An advance to pay reimbursable expenses reasonably expected to be incurred by a director or officer;
  (2) An advance to pay premiums on life insurance if the advance is secured by the cash value of the policy;
  (3) Advances pursuant to part E of this subchapter ;
  (4) Loans or advances pursuant to employee benefit plans;
  (5) A loan secured by the principal residence of an officer; or
  (6) A loan to pay relocation expenses of an officer.
(c) The fact that a loan or guarantee is made in violation of this section shall not affect the borrower’s liability on the loan.
D.C. Code § 29-1206.06 — DC Code / Title 29 / Chapter 12 / § 29-1206.06
§ 29-1206.06. Transfer of beneficial interest.
Status: in_force

(a) For the purposes of this section, “covered creditor” means a judgment creditor of a beneficial owner or a person to which a beneficial interest has been transferred by operation of law.
(b) Except as otherwise provided in the governing instrument, a beneficial interest in a statutory trust is freely transferable.
(c) The governing instrument may not limit the transferability of a beneficial interest if the same person is the sole trustee and sole beneficial owner.
(d) If a beneficial interest is not freely transferable by a beneficial owner such that a transferee may become a beneficial owner without further requirement except notice to the statutory trust, the following rules apply:
  (1) On petition by a covered creditor, the Superior Court may authorize the petitioner to reach the beneficial owner’s interest by attachment of present or future distributions to or for the benefit of the beneficial owner or by other means. The court may limit the award to relief that is appropriate under the circumstances.
  (2) On petition by a covered creditor, to the extent a trustee has not complied with a standard of distribution provided in the governing instrument or has abused the trustee’s discretion to make a distribution, the Superior Court:
    (A) May order a distribution to the benefit of the petitioner; and
    (B) If a distribution is ordered, shall direct the trustee to pay to the petitioner an equitable amount but not more than the amount the trustee would have been required to distribute to or for the benefit of the beneficial owner if the trustee had complied with the standard or had not abused the discretion.
D.C. Code § 29-704.02 — DC Code / Title 29 / Chapter 7 / § 29-704.02
§ 29-704.02. General partner agent of limited partnership.
Status: in_force

(a) Each general partner shall be an agent of the limited partnership for the purposes of its activities and affairs.
(b) An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or affairs or activities or affairs of the kind carried on by the limited partnership shall bind the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under § 29-701.03(d) that the general partner lacked authority.
(c) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or affairs or activities or affairs of the kind carried on by the limited partnership shall bind the limited partnership only if the act was actually authorized by all the other partners.
D.C. Code § 29-809.06 — DC Code / Title 29 / Chapter 8 / § 29-809.06
§ 29-809.06. Domestication.
Status: in_force

(a) A foreign limited liability company may become a limited liability company pursuant to this section, §§ 29-809.07 through 29-809.09 , and a plan of domestication, if:
  (1) The foreign limited liability company’s governing statute authorizes the domestication;
  (2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
  (3) The foreign limited liability company complies with its governing statute in effecting the domestication.
(b) A limited liability company may become a foreign limited liability company pursuant to this section, §§ 29-809.07 through 29-809.09 , and a plan of domestication, if:
  (1) The foreign limited liability company’s governing statute authorizes the domestication;
  (2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
  (3) The foreign limited liability company complies with its governing statute in effecting the domestication.
(c) A plan of domestication shall be in a record and shall include:
  (1) The name of the domesticating company before domestication and the jurisdiction of its governing statute;
  (2) The name of the domesticated company after domestication and the jurisdiction of its governing statute;
  (3) The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and
  (4) The organizational documents of the domesticated company that are, or are proposed to be, in a record.
D.C. Code § 29-306.44 — DC Code / Title 29 / Chapter 3 / § 29-306.44
§ 29-306.44. Contract rights of officers.
Status: in_force

(a) The appointment of an officer shall not itself create contract rights.
(b) An officer’s removal shall not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation shall not affect the corporation’s contract rights, if any, with the officer.
D.C. Code § 29-401.02 — DC Code / Title 29 / Chapter 4 / § 29-401.02
§ 29-401.02. Definitions.
Status: in_force

For the purposes of this chapter, the term:
(1) “Board” or “board of directors” means the group of individuals responsible for the management of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the group. The term includes a designated body to the extent:
  (A) The powers, functions, or authority of the board has been vested in, or are exercised by, the designated body; and
  (B) The provision of this chapter in which the term appears is relevant to the discharge by the designated body of its powers, functions, or authority.
(2) “Bylaws” means the code of rules, other than the articles of incorporation, adopted for the regulation and governance of the internal affairs of the nonprofit corporation, regardless of the name or names used to refer to those rules.
(3) “Charitable corporation” means a domestic nonprofit corporation that is operated primarily or exclusively for one or more charitable purposes.
(4) “Charitable purpose” means a purpose that:
  (A) Would make a corporation operated exclusively for that purpose eligible to be exempt from taxation under section 501(c)(3) of the Internal Revenue Code of 1986, approved October 22, 1986 (68A Stat. 163; 26 U.S.C. § 501(c)(3)) (“Internal Revenue Code”); or
  (B) Is considered charitable under law other than this chapter or the Internal Revenue Code.
(5) “Conspicuous” means so written, displayed, or presented that a reasonable person against which it is to operate should have noticed it. Conspicuous terms include:
  (A) A heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and
  (B) Language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language[.]
(6) “Corporation”, “domestic corporation”, “domestic nonprofit corporation”, or “nonprofit corporation” means a corporation incorporated under or subject to this chapter that is not a foreign corporation.
(7) “Delegate” means a person elected or appointed to vote in a representative assembly for the election of directors or on other matters.
(8) “Designated body” means a person or group, other than a committee of the board of directors, that has been vested by the articles of incorporation or bylaws with powers that, if not vested by the articles or bylaws in that person or group, would be required by this chapter to be exercised by the board or the members.
(9) “Director” means an individual designated, elected, or appointed, by that or any other name or title, to act as a member of the board of directors, while the individual is holding that position. The term “director” shall not include a member of a designated body, as such.
(10) “Domestic unincorporated entity” means an unincorporated entity whose internal affairs are governed by the laws of the District.
(11) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(12) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.
(13) “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign business corporation.
(14) “Eligible interests” means interests or shares.
(15) “Employee” does not include an individual serving as an officer or director who is not otherwise employed by the corporation.
(16) “Entitled to vote” means entitled to vote on the matter under consideration pursuant to the articles of incorporation or bylaws of the nonprofit corporation or any applicable controlling provision of law.
(17) “Foreign business corporation” means a corporation for profit incorporated under a law other than the law of the District that would be a business corporation if incorporated under the law of the District.
(18) “Foreign nonprofit corporation” means a corporation incorporated under a law other than the law of the District that would be a nonprofit corporation if incorporated under the law of the District.
(19) “Foreign unincorporated entity” means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than the District.
(20) “Fundamental transaction” means an amendment of the articles of incorporation or bylaws, merger, membership exchange, sale of all or substantially all of the assets, domestication, conversion, or dissolution of a nonprofit corporation.
(21) “Interest holder liability” means personal liability for a debt, obligation, or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person:
  (A) Solely by reason of the person’s status as a shareholder, interest holder, or member; or
  (B) By the articles of incorporation, bylaws, or an organic record pursuant to a provision of the organic law authorizing the articles, bylaws, or an organic record to make one or more specified shareholders, interest holders, or members liable in their capacity as shareholders, interest holders, or members for all or specified debts, obligations, or liabilities of the entity.
(22) “Material interest” means an actual or potential benefit or detriment, other than one that would devolve on the nonprofit corporation or the members generally, that would reasonably be expected to impair the objectivity of an individual’s judgment when participating in the action to be taken.
(23) “Material relationship” means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of an individual’s judgment when participating in the action to be taken.
(24) “Member” means:
  (A) A person that has the right, in accordance with the articles of incorporation or bylaws, and not as a delegate, to select or vote for the election of directors or delegates or to vote on any type of fundamental transaction; or
  (B) A designated body to the extent:
    (i) The powers, functions, or authority of the members has been vested in, or are exercised by, the designated body; and
    (ii) The provision of this chapter in which the term “member” appears is relevant to the discharge by the designated body of its powers, functions, or authority.
(25) “Membership” means the rights and any obligations of a member in a nonprofit corporation.
(26) “Membership corporation” means a nonprofit corporation whose articles of incorporation or bylaws provide that it must have members.
(27) “Nonmembership corporation” means a nonprofit corporation whose articles of incorporation or bylaws do not provide that it must have members.
(28) “Nonregistered foreign corporation” means a foreign corporation that is not authorized to conduct activities in the District.
(29) “Officer” includes:
  (A) An individual who is an officer as provided in § 29-406.40 ; and
  (B) If a nonprofit corporation is in the hands of a custodian, receiver, trustee, or other court-appointed fiduciary, that fiduciary or any person appointed by that fiduciary to act as an officer for any purpose under this chapter.
(30) “Organic record” means a public organic record or the private organic rules.
(31) “Record date” means the date established under § 29-405.07 on which a nonprofit corporation determines the identity of its members and the membership interests they hold for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(32) “Religious corporation” means a domestic nonprofit corporation that is a church or an integrated auxiliary of a church, as defined under the federal Internal Revenue Code or regulations promulgated thereunder, or any other such nonprofit corporation whose principal purpose is the advancement of religion.
(33) “Secretary” means the corporate officer to whom the articles of incorporation, bylaws, or board of directors has delegated responsibility under § 29-406.40(b) for custody of the minutes of the meetings of the board of directors, any designated body, committees, and the members, and for authenticating records of the nonprofit corporation.
(34) “Shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.
(35) “Shares” means the units into which the proprietary interests in a business corporation are divided.
(36) “Unincorporated entity” means an organization that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not a domestic or foreign business or nonprofit corporation, an estate, a trust, a governmental subdivision, a state, the United States, or a foreign government. The term “unincorporated entity” includes a general partnership, limited liability company, limited partnership, limited cooperative association, business or statutory trust, joint stock association, and unincorporated nonprofit association.
(37) “Vote”, “voting”, or “casting a vote” includes the giving of consent in the form of a record without a meeting. The term does not include either recording the fact of abstention or failing to vote for a candidate or for approval or disapproval of a matter, whether or not the person entitled to vote characterizes such conduct as voting or casting a vote.
(38) “Voting group” means one or more classes of members that under the articles of incorporation, bylaws, or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles of incorporation, bylaws, or this chapter to vote generally on the matter are for that purpose a single voting group.
(39) “Voting power” means the current power to vote in the election of directors or delegates, or to vote on approval of any type of fundamental transaction.
D.C. Code § 29-408.04 — DC Code / Title 29 / Chapter 4 / § 29-408.04
§ 29-408.04. Voting on amendments by voting groups.
Status: in_force

(a) Except as otherwise provided in the articles of incorporation or bylaws, if a nonprofit corporation has more than one class of members, the members of each class shall be entitled to vote as a separate voting group, if member voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:
  (1) Effect an exchange or reclassification of all or part of the memberships of the class into memberships of another class;
  (2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;
  (3) Change the rights, preferences, or limitations of all or part of the memberships of the class in a manner different than the amendment would affect another class;
  (4) Change the rights, preferences, or limitations of all or part of the memberships of the class by changing the rights, preferences, or limitations of another class;
  (5) Increase or decrease the number of memberships authorized for that class;
  (6) Increase the number of memberships authorized for another class; or
  (7) Authorize a new class of memberships.
(b) If a class of members will be divided into 2 or more classes by an amendment to the articles of incorporation, the amendment shall be approved by a majority of the members of each class that will be created.
D.C. Code § 29-933 — DC Code / Title 29 / Chapter 9 / § 29-933
§ 29-933. Audit.
Status: in_force

To record its business operation, every association shall keep a set of books, which shall be audited at the end of each fiscal year by an experienced bookkeeper or accountant, who shall not be an officer or director. If the annual business amounts to less than $10,000, the audit may be performed by an auditing committee of 3, who shall not be directors, officers, or employees. A written report of the audit, including a statement of the amount of business transacted with members and the amount transacted with nonmembers, the balance sheet, and the income and expenses, shall be submitted to the annual meeting of the association.
D.C. Code § 29-607.01 — DC Code / Title 29 / Chapter 6 / § 29-607.01
§ 29-607.01. Purchase of dissociated partner’s interest.
Status: in_force

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 29-608.01 , the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section.
(b) The buyout price of a dissociated partner’s interest shall be the amount that would have been distributable to the dissociating partner under § 29-608.07(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest shall be paid from the date of dissociation to the date of payment.
(c) Damages for wrongful dissociation under § 29-606.02(b) , and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 29-607.02 .
(e) If no agreement for the purchase of a dissociated partner’s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.
(f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) of this section shall be accompanied by the following:
  (1) A statement of partnership assets and liabilities as of the date of dissociation;
  (2) The latest available partnership balance sheet and income statement, if any;
  (3) An explanation of how the estimated amount of the payment was calculated; and
  (4) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section, or other terms of the obligation to purchase.
(h) A partner that wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking shall not be entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest.
(i) A dissociated partner may maintain an action against the partnership, pursuant to § 29-604.05(b)(2)(B) , to determine the buyout price of that partner’s interest, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. The action shall be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner’s interest, any offset due under subsection (c) of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorneys’ fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership’s failure to tender payment or an offer to pay or to comply with subsection (g) of this section.
D.C. Code § 29-606.03 — DC Code / Title 29 / Chapter 6 / § 29-606.03
§ 29-606.03. Effect of partner’s dissociation.
Status: in_force

(a) If a partner’s dissociation results in a dissolution and winding up of the partnership business, subchapter VIII of this chapter shall apply; otherwise, subchapter VII of this chapter applies.
(b) Upon a partner’s dissociation:
  (1) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 29-608.03 ;
  (2) The partner’s duty of loyalty under § 29-604.04(b)(3) terminates; and
  (3) The partner’s duty of loyalty under § 29-604.04(b)(1) and (2) and duty of care under § 29-604.04(c) continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to § 29-608.03 .
(c) A person’s dissociation alone does not discharge the person from a debt, obligation, or other liability to the partnership or to the other partners which the person incurred while a partner.
D.C. Code § 29-610.01 — DC Code / Title 29 / Chapter 6 / § 29-610.01
§ 29-610.01. Statement of qualification.
Status: in_force

(a) A partnership may become a limited liability partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute, the vote necessary to amend those provisions.
(c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the Mayor for filing a statement of qualification. The statement shall contain:
  (1) The name of the partnership, which shall satisfy the requirements of §§ 29-103.01 and 29-103.02(e) ;
  (2) The street address of the partnership’s principal office and, if different, the street address of an office in District, if any;
  (3) If the partnership does not have an office in District, the information required by § 29-104.04 ;
  (4) A statement that the partnership elects to be a limited liability partnership; and
  (5) A deferred effective date, if any.
(d) The agent of a limited liability partnership for service of process shall be an individual who is a resident of the District or other person authorized to do business in the District.
(e) The status of a partnership as a limited liability partnership shall be effective on the later of the filing of the statement or a date specified in the statement. The status shall remain effective, regardless of changes in the partnership, until it is canceled pursuant to § 29-601.05(d) or revoked pursuant to § 29-106.01(3) .
(f) The status of a partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.
(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(h) An amendment or cancellation of a statement of qualification shall be effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
D.C. Code § 29-1124 — DC Code / Title 29 / Chapter 11 / § 29-1124
§ 29-1124. Dissolution.
Status: in_force

(a) An unincorporated nonprofit association may be dissolved as follows:
  (1) If the governing principles provide a time or method for dissolution, at that time or by that method;
  (2) If the governing principles do not provide a time or method for dissolution, upon approval by the members;
  (3) If no member can be located and the association’s operations have been discontinued for at least 3 years, by the managers or, if the association has no current manager, by its last manager;
  (4) By court order; or
  (5) Under law other than this chapter.
(b) After dissolution, an unincorporated nonprofit association continues in existence until its activities have been wound up and it is terminated pursuant to § 29-1125 .
D.C. Code § 29-1117 — DC Code / Title 29 / Chapter 11 / § 29-1117
§ 29-1117. Membership interest not transferable.
Status: in_force

Except as otherwise provided in the governing principles, a member’s interest or any right under the governing principles shall not be transferable.
D.C. Code § 29-203.03 — DC Code / Title 29 / Chapter 2 / § 29-203.03
§ 29-203.03. Approval of interest exchange.
Status: in_force

(a) A plan of interest exchange shall not be effective unless it has been approved:
  (1) By a domestic acquired entity:
    (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;
    (B) Except as otherwise provided in subsection (d) of this section, if its organic law or organic rules do not provide for approval of an interest exchange in accordance with the requirements, if any, in its organic law and organic rules for approval of:
      (i) In the case of an entity that is not a business corporation, a merger, as if the interest exchange were a merger; or
      (ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or
    (C) If its organic law or organic rules do not provide for approval of an interest exchange or a merger described in subparagraph (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
  (2) In a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
    (A) The organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and
    (B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) An interest exchange involving a foreign acquired entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity shall not be required to approve the interest exchange.
(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity shall not apply to approval of an interest exchange under subsection (a)(1)(B) of this section.
D.C. Code § 29-923 — DC Code / Title 29 / Chapter 9 / § 29-923
§ 29-923. Eligibility and admission to membership.
Status: in_force

Any individual, association, corporation, incorporated or unincorporated group organized on a cooperative basis, any nonprofit group, or other entity shall be eligible for membership in an association if it has met the qualifications for eligibility, if any, stated in the articles or bylaws and shall be deemed a member upon payment in full for the par value of the minimum amount of share or membership capital stated in the articles as necessary to qualify for membership.
D.C. Code § 29-1001.05 — DC Code / Title 29 / Chapter 10 / § 29-1001.05
§ 29-1001.05. Powers.
Status: in_force

A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities affairs. An association may maintain an action against a member for harm caused to the association by the member’s violation of a duty to the association or of the organic law or organic rules.
D.C. Code § 29-1012.11 — DC Code / Title 29 / Chapter 10 / § 29-1012.11
§ 29-1012.11. Statement of dissolution.
Status: in_force

(a) A limited cooperative association that has dissolved or is about to dissolve may deliver to the Mayor for filing a statement of dissolution that states:
  (1) The name of the association;
  (2) The date the association dissolved or will dissolve; and
  (3) Any other information the association considers relevant.
(b) A person shall have notice of a limited cooperative association’s dissolution on the later of:
  (1) Ninety days after a statement of dissolution is filed; or
  (2) The effective date stated in the statement of dissolution.
D.C. Code § 29-1204.04 — DC Code / Title 29 / Chapter 12 / § 29-1204.04
§ 29-1204.04. Dissolution of series.
Status: in_force

(a) A series of a series trust may be dissolved or its property distributed without causing the dissolution of the trust or any other series thereof.
(b) A series of a series trust is dissolved, and its activities shall be wound up, on the occurrence of an event or circumstance that the governing instrument states causes dissolution of the series or upon the dissolution of the trust.
(c) On dissolution of a series of a series trust, the persons that under the governing instrument are responsible for winding up the affairs of the series may cause the trust to take all actions permitted under § 29-1208.03 , and shall take actions with respect to the claims and obligations of the series as provided in §§ 29-1208.03 through § 29-1208.05 .
(d) Any person, including a trustee, that under the governing instrument is responsible for winding up the affairs of a series of a series trust shall not be liable to the creditors of the dissolved series by reason of the person’s actions in winding up the series.
D.C. Code § 29-102.02 — DC Code / Title 29 / Chapter 1 / § 29-102.02
§ 29-102.02. Forms.
Status: in_force

(a) The Mayor may provide forms for entity filings required or permitted to be made by this title, but, except as otherwise provided in subsection (b) or (c) of this section, their use shall not be required.
(b) The Mayor may require that a cover sheet for an entity filing and a biennial report be on forms prescribed by the Mayor.
(c) The Mayor may require that any filing by a foreign entity under this title be on a form prescribed by the Mayor.
(d) The Mayor, by rule, may authorize, but not require, any filing required or permitted by this title to be filed by electronic means and may prescribe forms and procedures for the electronic filings.
D.C. Code § 29-1015.05 — DC Code / Title 29 / Chapter 10 / § 29-1015.05
§ 29-1015.05. Filings required for merger; effective date.
Status: in_force

(a) After each constituent limited cooperative association has approved a merger, articles of merger shall be signed on behalf of each constituent association by an authorized representative.
(b) The articles of merger shall include:
  (1) The name of each constituent limited cooperative association and the jurisdiction under the laws of which it is organized;
  (2) The name of the surviving limited cooperative association, the jurisdiction under the laws of which it is organized, and, if the surviving association is created by the merger, a statement to that effect;
  (3) The date the merger is to be effective;
  (4) If the surviving association is to be created by the merger and will be a domestic limited cooperative association, the limited cooperative association’s articles of organization;
  (5) If the surviving association is not created by the merger and is a domestic limited cooperative association, any amendments provided for in the plan of merger to its articles of organization;
  (6) A statement as to each constituent association that the merger was approved as required by its organic law;
  (7) If the surviving association is a foreign cooperative not authorized to do business in the District, the street address and, if different, mailing address of an office which the Mayor may use for the purposes of § 29-104.12 ; and
  (8) Any additional information required by the organic law of any constituent association.
(c) Each limited cooperative association that is a party to a merger shall deliver the articles of merger to the Mayor for filing.
(d) A merger shall be effective under this subchapter upon the later of:
  (1) Compliance with subsection (c) of this section; or
  (2) Subject to § 29-102.03 , as specified in the articles of merger.
D.C. Code § 29-802.04 — DC Code / Title 29 / Chapter 8 / § 29-802.04
§ 29-802.04. Signing and filing pursuant to judicial order.
Status: in_force

(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing under this chapter does not do so, any other person that is aggrieved may petition the Superior Court to order:
  (1) The person to sign the record;
  (2) The person to deliver the record to the Mayor for filing; or
  (3) The Mayor to file the record unsigned.
(b) If a petitioner under subsection (a) of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action.
(c) A record filed under subsection (a)(3) of this section is effective without being signed.
D.C. Code § 29-306.24 — DC Code / Title 29 / Chapter 3 / § 29-306.24
§ 29-306.24. Quorum and voting.
Status: in_force

(a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors shall consist of a majority of the:
  (1) Fixed number of directors if the corporation has a fixed board size; or
  (2) Number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no less than 1/3 of the fixed or prescribed number of directors determined under subsection (a) of this section.
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall be the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken shall be deemed to have assented to the action taken unless:
  (1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting at the meeting;
  (2) The dissent or abstention from the action taken is entered in the minutes of the meeting; or
  (3) The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting, but the right of dissent or abstention is not available to a director who votes in favor of the action taken.
D.C. Code § 29-1007.03 — DC Code / Title 29 / Chapter 10 / § 29-1007.03
§ 29-1007.03. Duration of marketing contract.
Status: in_force

The initial duration of a marketing contract shall not exceed 10 years, but the contract may be self-renewing for additional periods not exceeding 5 years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by giving notice in a record at least 90 days before the end of the current term.
D.C. Code § 29-1120 — DC Code / Title 29 / Chapter 11 / § 29-1120
§ 29-1120. Procedural requirements for manager meetings.
Status: in_force

(a) The governing principles may provide for the:
  (1) Calling, location, and timing of manager meetings;
  (2) Notice and quorum requirements for manager meetings;
  (3) Conduct of manager meetings;
  (4) Taking of action by the managers by consent without a meeting; and
  (5) Participation by managers in a manager meeting by telephone or other means of electronic communication.
(b) If the governing principles do not provide for a matter described in subsection (a) of this section, customary usages and principles of parliamentary law and procedure apply.
D.C. Code § 29-1303.05 — DC Code / Title 29 / Chapter 13 / § 29-1303.05
§ 29-1303.05. Right of action.
Status: in_force

(a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
  (1) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or
  (2) Violation of a duty or standard of conduct under this chapter.
(b) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(c) A benefit enforcement proceeding may be commenced or maintained only:
  (1) Directly by the benefit corporation; or
  (2) Derivatively by:
    (A) A shareholder;
    (B) A director;
    (C) A person or group of persons that owns beneficially or of record 5% or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or
    (D) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
D.C. Code § 29-808.03 — DC Code / Title 29 / Chapter 8 / § 29-808.03
§ 29-808.03. Proper plaintiff.
Status: in_force

A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and:
(1) Was a member when the conduct giving rise to the action occurred; or
(2) Whose status as a member was derived, by operation of law or pursuant to the terms of the operating agreement, from a person that was a member at the time the conduct giving rise to the action occurred.
D.C. Code § 29-406.11 — DC Code / Title 29 / Chapter 4 / § 29-406.11
§ 29-406.11. Compensation of directors.
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
D.C. Code § 29-1206.02 — DC Code / Title 29 / Chapter 12 / § 29-1206.02
§ 29-1206.02. Voting or consent by beneficial owners.
Status: in_force

On any matter that is to be acted on by beneficial owners, the following rules apply:
(1) The beneficial owners shall act by majority of the beneficial interests.
(2) The beneficial owners may take the action without a meeting, without notice, and without a vote, if beneficial owners having at least the minimum number of votes necessary to authorize or take the action at a meeting at which all beneficial owners entitled to vote thereon were present and voted consent in a signed record. However, prompt notice of the action shall be given to those beneficial owners that did not consent.
(3) A beneficial owner may vote in person or by proxy, but if by proxy, the proxy shall be contained in a signed record.
D.C. Code § 29-405.09 — DC Code / Title 29 / Chapter 4 / § 29-405.09
§ 29-405.09. Action by ballot.
Status: in_force

(a) Except as otherwise restricted by the articles of incorporation or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the matter.
(b) A ballot shall:
  (1) Be in the form of a record;
  (2) Set forth each proposed action;
  (3) Provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director; and
  (4) Provide an opportunity to vote for or against each other proposed action.
(c) Approval by ballot pursuant to this section of action other than election of directors shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) All solicitations for votes by ballot shall:
  (1) Indicate the number of responses needed to meet the quorum requirements;
  (2) State the percentage of approvals necessary to approve each matter other than election of directors; and
  (3) Specify the time by which a ballot must be received by the membership corporation in order to be counted.
(e) Except as otherwise provided in the articles of incorporation or bylaws, a ballot shall not be revoked.
D.C. Code § 29-901 — DC Code / Title 29 / Chapter 9 / § 29-901
§ 29-901. Short title.
Status: in_force

This chapter may be cited as the “General Cooperative Association Act of 2010”.
D.C. Code § 29-511 — DC Code / Title 29 / Chapter 5 / § 29-511
§ 29-511. Transfer of shares.
Status: in_force

(a) Shares in a professional corporation may be transferred only to an individual who is eligible under this chapter to be a shareholder of the corporation, or to the professional corporation, or may devolve by operation of law upon the personal representative or estate of a deceased or legally incompetent shareholder. The articles of incorporation, bylaws, or an agreement among its shareholders may provide that any such transfer is subject to the express approval of all, or of any lesser proportion of the remaining shareholders of the corporation, and may provide for the manner in which such consent is given. Any transfer made in violation of this section shall be void.
(b) A professional corporation may reacquire its own shares through purchase or redemption, and may cancel those shares if at least one share remains issued and outstanding, except when it is insolvent or the purchase or redemption would render it insolvent.
(c) The Securities Act of 2000, effective October 26, 2000 ( D.C. Law 13-203 ; D.C. Official Code § 31-5601.01 et seq.), and the Securities Act of 1933, approved May 27, 1933 (48 Stat. 74; 15 U.S.C. § 77a et seq.), shall not apply to the issuance or transfer of securities of a professional corporation.
(d) Every certificate for shares of a professional corporation shall contain on its face the following legend: “The ownership and transfer of these shares and the rights and obligations of shareholders are subject to the limitations of the Professional Corporation Act of 2010, D.C. Official Code Title 29, Chapter 5.”
(e) If shares of a professional corporation are attached for the individual debts of a shareholder, or are executed upon under any pledge or hypothecation thereof, the sole right of the creditor with respect to such shares shall be to obtain their redemption by the professional corporation within 60 days after serving written demand for redemption upon the corporation. The redemption price for such shares shall be:
  (1) The amount to which the shareholder is entitled upon voluntary redemption of the shareholder’s shares by the provisions of the articles of incorporation, bylaws, or an agreement among its shareholders; or
  (2) If there are no provisions as set forth in paragraph (1) of this subsection, the book value of such shares at the end of the month immediately preceding the date of the demand, determined under generally accepted accounting methods consistent with the method of accounting used by the corporation for federal income tax purposes, by an independent certified public accountant selected by the corporation, but paid by the creditor, for the purpose.
D.C. Code § 29-710.02 — DC Code / Title 29 / Chapter 7 / § 29-710.02
§ 29-710.02. Merger.
Status: in_force

(a) A limited partnership may merge with one or more other domestic or foreign limited partnerships and 2 or more foreign limited partnerships may merge into a domestic limited partnership pursuant to this section, §§ 29-710.03 through 29-710.05 , and a plan of merger, if:
  (1) The governing statute of each of the other constituent limited partnerships authorizes the merger; and
  (2) Each of the other constituent limited partnerships complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
  (1) The name of each constituent limited partnership;
  (2) The name of the surviving limited partnership and, if the surviving limited partnership is to be created by the merger, a statement to that effect;
  (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent limited partnership into any combination of money, interests in the surviving limited partnership, interests in any other organization, and other consideration;
  (4) If the surviving limited partnership is to be created by the merger, the certificate of limited partnership and partnership agreement of the surviving limited partnership; and
  (5) If the surviving limited partnership is not to be created by the merger, any amendments to be made by the merger to the certificate of limited partnership and partnership agreement of the surviving limited partnership.
(c) A merger in which a limited partnership and another form of entity are parties shall be governed by Chapter 2 of this title .
D.C. Code § 29-105.05 — DC Code / Title 29 / Chapter 1 / § 29-105.05
§ 29-105.05. Activities not constituting doing business.
Status: in_force

(a) Without excluding other activities that do not have the intra-District presence necessary to constitute doing business in the District under this title, a foreign filing entity or foreign limited liability partnership shall not be considered to be doing business in the District under this title solely by reason of carrying on in the District any one or more of the following activities:
  (1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
  (2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;
  (3) Maintaining accounts in financial institutions;
  (4) Maintaining offices or agencies for the transfer, exchange, and registration of interests of the entity or maintaining trustees or depositories with respect to those interests;
  (5) Selling through independent contractors;
  (6) Soliciting or obtaining orders by any means if the orders require acceptance outside the District before they become contracts;
  (7) Creating or acquiring indebtedness, mortgages, or security interests in property;
  (8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;
  (9) Conducting an isolated transaction that is not in the course of similar transactions; and
  (10) Doing business in interstate commerce.
(b) This section shall not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation, or regulation under law of the District other than this title.
(c) A person does not do business in the District solely by being an interest holder or governor of a foreign entity that does business in the District.
D.C. Code § 29-412.01 — DC Code / Title 29 / Chapter 4 / § 29-412.01
§ 29-412.01. Dissolution by incorporators or directors.
Status: in_force

A majority of the incorporators or directors of a nonprofit corporation that has not commenced activity, or of a membership corporation that has not admitted any members, may dissolve the corporation by delivering to the Mayor for filing articles of dissolution that set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3) (A) That the corporation has not commenced activity; or
  (B) That the corporation is a membership corporation and has not admitted any members;
(4) That no debt of the corporation remains unpaid;
(5) That, except as otherwise provided in the articles of incorporation or bylaws, the net assets of the corporation remaining after winding up have been distributed to the members, if members were admitted; and
(6) That a majority of the incorporators or directors authorized the dissolution.
D.C. Code § 29-1010.03 — DC Code / Title 29 / Chapter 10 / § 29-1010.03
§ 29-1010.03. Contribution agreements.
Status: in_force

(a) Except as otherwise provided in the agreement, the following rules shall apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association:
  (1) The agreement shall be irrevocable for 6 months after the agreement is signed by the person unless all parties to the agreement consent to the revocation.
  (2) If a person does not make a required contribution:
    (A) The person shall be obligated, at the option of the association, once formed, to contribute money equal to the value of that part of the contribution that has not been made, and the obligation may be enforced as a debt to the association; or
    (B) The association, once formed, may rescind the agreement if the debt remains unpaid more than 20 days after the association demands payment from the person, and, upon rescission, the person shall have no further rights or obligations with respect to the association.
(b) Unless the organic rules or an agreement to make a contribution to a limited cooperative association otherwise provide, if a person does not make a required contribution to an association, the person or the person’s estate shall be obligated, at the option of the association, to contribute money equal to the value of the part of the contribution which has not been made.
D.C. Code § 29-302.06 — DC Code / Title 29 / Chapter 3 / § 29-302.06
§ 29-302.06. Bylaws.
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
D.C. Code § 29-102.09 — DC Code / Title 29 / Chapter 1 / § 29-102.09
§ 29-102.09. Signing of entity filing.
Status: in_force

(a) Signing an entity filing shall be an affirmation under the penalties for making false statements that the facts stated in the filing are true in all material respects.
(b) Whenever this title requires a particular individual to sign an entity filing and the individual is deceased or incompetent, the filing may be signed by a personal representative of the individual on behalf of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
(d) If a person required by this title to sign or deliver a record to the Mayor for filing under this title does not do so, any other person that is aggrieved may petition the Superior Court to order:
  (1) The person to sign the record;
  (2) The person to deliver the record to the Mayor for filing; or
  (3) The Mayor to file the record unsigned.
(e) If the petitioner under subsection (d) of this section is not the entity to which the record pertains, the petitioner shall make the entity a party to the action.
(f) A record filed under subsection (d)(3) of this section is effective without being signed.
(g) If a record delivered to the Mayor for filing under this title 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 a person that signed the record or caused another to sign it on the person’s behalf and knew at the time the record was signed that the information was inaccurate.
D.C. Code § 29-101.05 — DC Code / Title 29 / Chapter 1 / § 29-101.05
§ 29-101.05. Rules and procedures.
Status: in_force

The Mayor may adopt rules in accordance with the subchapter I of Chapter 5 and may prescribe procedures not required to be adopted as rules which are reasonably necessary to perform the duties required of the Mayor under this title.
D.C. Code § 29-307.02 — DC Code / Title 29 / Chapter 3 / § 29-307.02
§ 29-307.02. Action on a plan of domestication.
Status: in_force

(a) In the case of a domestication of a domestic business corporation in a foreign jurisdiction, the following rules apply:
  (1) The plan of domestication shall be adopted by the board of directors.
  (2) After adopting the plan of domestication, the board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.
  (3) The board of directors may condition its submission of the plan of domestication to the shareholders on any basis.
  (4) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation as they will be in effect immediately after the domestication.
  (5) Unless the articles of incorporation, or the board of directors acting pursuant to paragraph (3) of this subsection, requires a greater vote or a greater number of votes to be present, approval of the plan of domestication requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the plan exists, and, if any class or series of shares is entitled to vote as a separate group on the plan, the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the domestication by that voting group exists.
  (6) Separate voting by voting groups shall be required by each class or series of shares that:
    (A) Are to be reclassified under the plan of domestication into other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;
    (B) Would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under § 29-308.04 ; or
    (C) Is entitled under the articles of incorporation to vote as a voting group to approve an amendment of the articles.
  (7) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted, or entered into before the effective date of this chapter, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision shall apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.
D.C. Code § 29-309.03 — DC Code / Title 29 / Chapter 3 / § 29-309.03
§ 29-309.03. Share exchange.
Status: in_force

(a) Through a share exchange:
  (1) A domestic business corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign business corporation in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or
  (2) All of the shares of one or more classes or series of shares of a domestic business corporation may be acquired by another domestic or foreign business corporation in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.
(b) A foreign business corporation may be a party to a share exchange only if the share exchange is permitted by the laws under which the corporation is incorporated.
(c) The plan of share exchange shall include:
  (1) The name of the acquired corporation and the name of the acquiring corporation;
  (2) The terms and conditions of the share exchange;
  (3) The manner and basis of exchanging shares of the acquired corporation into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, other property, or any combination of the foregoing; and
  (4) Any other provisions required by the laws under which any party to the share exchange is incorporated or by the articles of incorporation of any party.
(d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with § 29-301.04 .
(e) The plan of share exchange may also include a provision that the plan may be amended by the directors or shareholders of a domestic acquired corporation; provided, that the shareholders that were entitled to vote on the plan shall be entitled to vote on any amendment of the plan that will change:
  (1) The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property to be issued by the corporation or to be received under the plan by the shareholders of the acquired corporation; or
  (2) Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
(f) This section shall not limit the power of a domestic corporation to acquire shares of another corporation in a transaction other than a share exchange.
(g) A share exchange or interest exchange in which a business corporation and another form of entity are parties shall be governed by Chapter 2 of this title .
D.C. Code § 29-1005.01 — DC Code / Title 29 / Chapter 10 / § 29-1005.01
§ 29-1005.01. Members.
Status: in_force

To begin business, a limited cooperative association shall have at least 2 patron members unless the sole member is a cooperative.
D.C. Code § 29-1014.04 — DC Code / Title 29 / Chapter 10 / § 29-1014.04
§ 29-1014.04. Disposition of assets.
Status: in_force

(a) Subject to subsection (b) of this section, a disposition of assets under § 29-1014.02 shall be approved by:
  (1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1014.03(2) ; and
  (2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(b) The organic rules may require that the percentage of votes under subsection (a)(1) of this section shall be:
  (1) A different percentage that is not less than a majority of members voting at the meeting;
  (2) Measured against the voting power of all members; or
  (3) A combination of paragraphs (1) and (2) of this subsection.
(c) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a limited cooperative association may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:
  (1) As provided in the contract or the resolution; and
  (2) Except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition.
(d) The voting requirements for districts, classes, or voting groups under § 29-1004.04 apply to approval of a disposition of assets under this subchapter.
D.C. Code § 29-1202.02 — DC Code / Title 29 / Chapter 12 / § 29-1202.02
§ 29-1202.02. Amendment or restatement of certificate of trust; statement of correction.
Status: in_force

(a) A certificate of trust may be amended or restated at any time.
(b) To amend its certificate of trust, a statutory trust shall deliver to the Mayor for filing an amendment stating the:
  (1) Name of the trust;
  (2) Date of filing of its initial certificate; and
  (3) Changes to the certificate as most recently amended or restated.
(c) To restate its certificate of trust, a statutory trust must deliver to the Mayor for filing a restatement designated as such in its heading.
(d) A trustee that knows or has reason to know that information in a filed certificate of trust was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances shall promptly:
  (1) Cause the certificate to be amended; or
  (2) If appropriate, deliver to the Mayor for filing a statement of change under § 29-104.07 or a statement of correction under § 29-102.05 .
D.C. Code § 29-1005.02 — DC Code / Title 29 / Chapter 10 / § 29-1005.02
§ 29-1005.02. Becoming member.
Status: in_force

(a) If a limited cooperative association is to have only one cooperative member upon formation, the cooperative becomes a member as agreed by that cooperative and the organizer of the limited cooperative association. That cooperative and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial cooperative member.
(b) If a limited cooperative association is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the limited cooperative association. The organizer acts on behalf of the persons in forming the limited cooperative association and may be, but need not be, one of the persons.
(c) After formation of a limited cooperative association, a person becomes a member:
  (1) As provided in the organic rules;
  (2) As the result of a transaction effective under subchapter XV of this chapter or Chapter 2 of this title ;
  (3) With the consent of all the members; or
  (4) As provided in § 29-1012.02(3) .
D.C. Code § 29-308.21 — DC Code / Title 29 / Chapter 3 / § 29-308.21
§ 29-308.21. Bylaw increasing quorum or voting requirement for directors.
Status: in_force

(a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:
  (1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;
  (2) If adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subsection (a) of this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors 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 § 29-204.06 — DC Code / Title 29 / Chapter 2 / § 29-204.06
§ 29-204.06. Effect of conversion.
Status: in_force

(a) When a conversion becomes effective:
  (1) The converted entity shall be:
    (A) Formed under and subject to the organic law of the converted entity; and
    (B) The same entity without interruption as the converting entity;
  (2) All property of the converting entity shall continue to be vested in the converted entity without transfer, reversion, or impairment;
  (3) All liabilities of the converting entity shall continue as debts, obligations, or other liabilities of the converted entity;
  (4) Except as otherwise provided by law other than this chapter or the plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity shall remain in the converted entity;
  (5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;
  (6) If a converted entity is a filing entity, its public organic record shall be effective and shall be binding on its interest holders;
  (7) If the converted entity is a limited liability partnership, its statement of qualification shall be effective simultaneously;
  (8) The private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion shall be effective and shall be binding on and enforceable by:
    (A) Its interest holders; and
    (B) In the case of a converted entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the entity’s private organic rules; and
  (9) The interests in the converting entity shall be converted, and the interest holders of the converting entity shall be entitled only to the rights provided to them under the plan of conversion, and to any appraisal rights they have under § 29-201.09 and the converting entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion shall not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the converting entity.
(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.
(d) When a conversion becomes effective:
  (1) The conversion shall not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective;
  (2) A person shall not have interest holder liability under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;
  (3) The organic law of a domestic converting entity shall continue to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) of this subsection as if the conversion had not occurred; and
  (4) A person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the conversion had not occurred.
(e) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in the District for the collection and enforcement of any of its liabilities in the manner provided in § 29-104.12 .
(f) If the converting entity is a registered foreign entity, the certificate of registration or other foreign qualification of the converting entity shall be canceled when the conversion becomes effective.
(g) A conversion shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.
(h) When a conversion becomes effective, the following rules apply:
  (1) Subject to paragraph (3) of this subsection, the recordation tax imposed by section 303 of the District of Columbia Deed Recordation Tax Act, approved March 2, 1962 (76 Stat. 12; D.C. Official Code § 42-1103 ), or the transfer tax imposed by § 47-903 , shall not be imposed, in connection with the conversion of a converting entity to a converted entity, upon the following:
    (A) The filing of the public organic document of the converted entity;
    (B) The recordation of a deed reflecting that the converted entity has become the legal title holder; or
    (C) The transfer of title or other interest in real property from the converting entity to the converted entity.
  (2) The tax exemptions enumerated in paragraph (1) of this subsection shall only be applicable if:
    (A) The interest holders of the converted entity are identical to the interest holders of the converting entity;
    (B) Each interest holder’s allocation of the profits and losses of the converted entity is identical to the interest holder’s allocation of the profits and losses of the converting entity; and
    (C) There is no change in the interest holders of the converted entity or in the allocation to any interest holder in the profits and losses of the converted entity during the 12-month period following the effective date of the conversion, other than by reason of the death of an interest holder or the involuntary dissolution of the converted entity.
  (3) The tax exemptions enumerated in paragraph (1) of this subsection shall be effective regardless of whether the deed or transfer to the converted entity is from nominees or trustees for the converting entity or from the converting entity itself.
D.C. Code § 29-202.02 — DC Code / Title 29 / Chapter 2 / § 29-202.02
§ 29-202.02. Plan of merger.
Status: in_force

(a) A domestic entity may become a party to a merger under this subchapter by approving a plan of merger. The plan shall be in a record and contain:
  (1) As to each merging entity, its name, jurisdiction of formation, and type;
  (2) If the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of formation, and type;
  (3) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing;
  (4) If the surviving entity exists before the merger, any proposed amendments to its public organic record or to its private organic rules that are, or are proposed to be, in a record;
  (5) If the surviving entity is to be created in the merger, its proposed public organic record, if any, and the full text of its private organic rules that are proposed to be in a record;
  (6) The other terms and conditions of the merger; and
  (7) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
(b) A plan of merger may contain any other provision not prohibited by law.
D.C. Code § 29-807.05 — DC Code / Title 29 / Chapter 8 / § 29-807.05
§ 29-807.05. Distribution of assets in winding up limited liability company’s activities and affairs.
Status: in_force

(a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) After a limited liability company complies with subsection (a) of this section, any surplus shall be distributed in the following order, subject to any charging order in effect under § 29-805.03 :
  (1) To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and
  (2) In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under § 29-805.02 .
(c) If a limited liability company does not have sufficient surplus to comply with subsection (b)(1) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) All distributions made under subsections (b) and (c) of this section must be paid in money.
D.C. Code § 29-306.07 — DC Code / Title 29 / Chapter 3 / § 29-306.07
§ 29-306.07. Resignation of directors.
Status: in_force

(a) A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation.
(b) A resignation shall be effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
D.C. Code § 29-1301.01 — DC Code / Title 29 / Chapter 13 / § 29-1301.01
§ 29-1301.01. Short title.
Status: in_force

This chapter may be cited as the “Benefit Corporation Act of 2012”.