D.C. Code § 29-106.03 — DC Code / Title 29 / Chapter 1 / § 29-106.03
§ 29-106.03. Reinstatement.
Status: in_force

(a) A domestic filing entity that is dissolved administratively under § 29-106.02 may apply to the Mayor for reinstatement. The application shall be signed by the entity and state:
  (1) The name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies § 29-103.01 ;
  (2) The address of the principal office of the entity and the name and address of the registered agent;
  (3) The effective date of the entity’s administrative dissolution; and
  (4) That the grounds for dissolution either did not exist or have been cured.
(b) To be reinstated, an entity shall pay all fees and penalties that were due to the Mayor at the time of its administrative dissolution and all fees and penalties that would have been due to the Mayor while the entity was dissolved administratively.
(c) If the Mayor determines that an application under subsection (a) of this section contains the information required by subsection (a) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the Mayor by subsection (b) of this section have been made, the Mayor shall cancel the statement of dissolution and prepare a statement of reinstatement that states the Mayor’s determination and the effective date of reinstatement, file the statement, and serve a copy on the entity pursuant to § 29-104.12 .
(d) When reinstatement under this section is effective, it shall relate back to, and be effective, as of the effective date of the administrative dissolution, and the domestic filing entity shall resume carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.
D.C. Code § 29-1206.13 — DC Code / Title 29 / Chapter 12 / § 29-1206.13
§ 29-1206.13. 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 on behalf of a statutory trust, whether by judgment, compromise, or settlement belong to the trust and not to the plaintiff; and
  (2) If the plaintiff receives any proceeds, the plaintiff shall immediately remit them to the trust.
(b) If a derivative action on behalf of a statutory trust is successful in whole or in part, the court may award the plaintiff reasonable attorneys’ fees, costs, and other expenses from the recovery by the trust.
(c) A derivative action on behalf of a statutory trust shall not be voluntarily dismissed or settled without the court’s approval.
D.C. Code § 29-304.40 — DC Code / Title 29 / Chapter 3 / § 29-304.40
§ 29-304.40. Shareholders’ preemptive rights.
Status: in_force

(a) The shareholders of a corporation shall not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.
(b) A statement included in the articles of incorporation that “the corporation elects to have preemptive rights”, or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
  (1) The shareholders of the corporation shall have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors, to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.
  (2) A shareholder may waive his preemptive right. A waiver evidenced in a record is irrevocable even though it is not supported by consideration.
  (3) There shall be no preemptive right with respect to shares:
    (A) Issued as compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates:
    (B) Issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates;
    (C) Authorized in articles of incorporation that are issued within 6 months after the effective date of incorporation;
    (D) Sold otherwise than for money.
  (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets shall have no preemptive rights with respect to shares of any class.
  (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets shall have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
  (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year shall be subject to the shareholders’ preemptive rights.
(c) For the purposes of this section, the term “shares” shall include a security convertible into or carrying a right to subscribe for or acquire shares.
D.C. Code § 29-401.50 — DC Code / Title 29 / Chapter 4 / § 29-401.50
§ 29-401.50. Member-governed corporations.
Status: in_force

(a) For the purposes of this section, the term “member-governed corporation” means a membership corporation incorporated under or subject to this chapter which:
  (1) Provides in its articles of incorporation or bylaws that it is a member-governed corporation; or:
  (2) Meets the following conditions:
    (A) It holds regular meetings not less frequently than annually;
    (B) Its activities and affairs are governed by its members; and
    (C) The board of directors, if any, has only those powers delegated by the articles of incorporation, bylaws, or members.
(b) This section shall apply only to member-governed corporations and shall not be construed to affect in any way the rights, duties, obligations, or other matters pertaining to other types of nonprofit corporations formed under or subject to this chapter or other entities formed under or subject to this title.
(c) Except as otherwise provided in the articles of incorporation or bylaws, the following rules shall apply to a member-governed corporation:
  (1) A member shall vote only in person and not by proxy.
  (2) A voting agreement shall not be enforceable.
  (3) A fundamental transaction may be approved by a 2/3 vote of the members of the corporation without the approval of the board of directors, if any.
  (4) The members may set a record date in the circumstances described in § 29-405.07(c) .
  (5) The polls may be closed by a 2/3 vote of the members present and voting in the circumstances described in § 29-405.08(d) .
  (6) At a meeting of a member-governed corporation, the members present and voting are the ultimate judge of the validity of ballots under §§ 29-405.23(c) and 29-405.28 .
  (7) The qualifications of a director under § 29-406.08(c)(5) are determined by the members.
(d) The articles of incorporation or bylaws of a member-governed corporation may contain any of the following provisions:
  (1) Providing that a meeting of the members under § 29-405.01 may be held biennially, and, if the articles of incorporation or bylaws establish an assembly of delegates, providing that instead of meetings of members the assembly of delegates shall meet with a regularity the articles of incorporation or bylaws specify, not less frequently than quinquennially;
  (2) Establishing the number of mail ballots that constitute a quorum under § 29-405.09 ;
  (3) Stating the circumstances under which a member who was present at a meeting but who leaves the meeting is or is not deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting under § 29-405.24(b) ;
  (4) Permitting cumulative voting for directors;
  (5) Providing that the maximum term of a director under § 29-406.05 may be up to six years;
  (6) Providing that the resignation of a director under § 29-406.07 is not effective until approved by the members;
  (7) Establishing the quorum required for a meeting of the board of directors under § 29-406.24(b) ;
  (8) Providing that if a quorum is present when a vote is taken, the affirmative vote of a majority of the votes cast, rather than a majority of those present, is the act of the board of directors unless a greater vote is required by the articles of incorporation and bylaws;
  (9) Stating the circumstances under which a director present at a meeting is not considered to have assented to a corporate action under § 29-406.24(d) ;
  (10) Creating and defining the membership and powers of committees under § 29-406.25(b) , (e)(2), and (h);
  (11) Providing that the same person may not simultaneously hold more than one office in a member-governed corporation; and
  (12) Providing that the resignation of an officer under § 29-406.43 is not effective until approved by the members.
(e) If a member-governed corporation adopts a specified generally accepted parliamentary authority in its bylaws, rules in the specified parliamentary authority and in special rules of order adopted as provided in the parliamentary authority shall be treated as provisions of the bylaws for the purposes of this chapter, except to the extent such rules are inconsistent with explicit provisions of the articles of incorporation or the bylaws. The rules of any such adopted parliamentary authority shall be presumed to be fair to the members pursuant to § 29-405.08(c) .
D.C. Code § 29-303.04 — DC Code / Title 29 / Chapter 3 / § 29-303.04
§ 29-303.04. Ultra vires.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks, or lacked, power to act.
(b) A corporation’s power to act may be challenged in a proceeding by:
  (1) A shareholder against the corporation to enjoin the act;
  (2) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
  (3) The Attorney General for the District of Columbia under § 29-312.20 .
(c) In a shareholder’s proceeding under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the Superior Court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
D.C. Code § 29-1011.03 — DC Code / Title 29 / Chapter 10 / § 29-1011.03
§ 29-1011.03. Power of legal representative of member.
Status: in_force

Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies or is expelled by reason of being adjudged incompetent, the member’s personal representative or other legal representative may exercise the rights of a transferee of the member’s financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under § 29-1005.05 .
D.C. Code § 29-708.08 — DC Code / Title 29 / Chapter 7 / § 29-708.08
§ 29-708.08. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
Status: in_force

If a claim against a dissolved limited partnership is barred under § 29-708.06 or § 29-708.07 , any corresponding claim under § 29-704.04 shall also be barred.
D.C. Code § 29-405.40 — DC Code / Title 29 / Chapter 4 / § 29-405.40
§ 29-405.40. Voting agreements.
Status: in_force

(a) Two or more members may provide for the manner in which they will vote by signing an agreement in the form of a record for that purpose. A voting agreement shall be valid for a period of up to 10 years. If no time is stated in the voting agreement, the agreement shall be valid for 5 years. The members who signed the voting agreement may, at any time, alter or terminate the agreement by signing a new agreement.
(b) A voting agreement created under this section shall be specifically enforceable, except that a voting agreement is not enforceable to the extent that enforcement of the agreement would violate the purposes of the membership corporation.
D.C. Code § 29-1005.08 — DC Code / Title 29 / Chapter 10 / § 29-1005.08
§ 29-1005.08. Notice of members meeting.
Status: in_force

(a) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least 15, and not more than 60, days before the meeting.
(b) Unless the articles of organization otherwise provide, notice of an annual members meeting need not include any purpose of the meeting.
(c) Notice of a special meeting of members shall include each purpose of the meeting as contained in the demand under § 29-1005.07(a)(3) or (4) or as voted upon by the board of directors under § 29-1005.07(a)(2) .
(d) Notice of a members meeting shall be given in a record unless oral notice is reasonable under the circumstances.
D.C. Code § 29-603.04 — DC Code / Title 29 / Chapter 6 / § 29-603.04
§ 29-603.04. Statement of denial.
Status: in_force

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to § 29-603.03(b) may deliver to the Mayor for filing a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person’s authority or status as a partner. A statement of denial shall be a limitation on authority as provided in § 29-603.03(d) and (e).
D.C. Code § 29-602.04 — DC Code / Title 29 / Chapter 6 / § 29-602.04
§ 29-602.04. When property is partnership property.
Status: in_force

(a) Property shall be partnership property if acquired in the name of:
  (1) The partnership; or
  (2) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property shall be acquired in the name of the partnership by a transfer to:
  (1) The partnership in its name; or
  (2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property shall be presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, shall be presumed to be separate property, even if used for partnership purposes.
D.C. Code § 29-406.23 — DC Code / Title 29 / Chapter 4 / § 29-406.23
§ 29-406.23. Waiver of notice.
Status: in_force

(a) A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as otherwise provided in subsection (b) of this section, the waiver shall be in the form of a record, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b) A director’s attendance at or participation in a meeting shall waive any required notice to the director of the meeting, unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting at the meeting and does not thereafter vote for or assent to action taken at the meeting.
D.C. Code § 29-306.02 — DC Code / Title 29 / Chapter 3 / § 29-306.02
§ 29-306.02. Qualifications of directors.
Status: in_force

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of the District or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
D.C. Code § 29-1304.01 — DC Code / Title 29 / Chapter 13 / § 29-1304.01
§ 29-1304.01. Annual benefit report.
Status: in_force

(a) A benefit corporation shall prepare an annual benefit report including all of the following:
  (1) A narrative description of:
    (A) The process and rationale for selecting the third-party standard used to prepare the benefit report;
    (B) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;
    (C) (i) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create; and
      (ii) The extent to which that specific public benefit was created; and
    (D) Any circumstances that have hindered the pursuit or creation of the general public benefit purpose and any specific public benefit purpose.
  (2) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:
    (A) Applied consistently with the application of that standard in prior benefit reports; or
    (B) If the third-party standard was not applied consistently, an explanation of the reasons for any inconsistent application.
  (3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed.
  (4) The compensation paid by the benefit corporation during the year to each director in the capacity of a director.
  (5) The name of each person that owns 5% or more of the outstanding shares of the benefit corporation either:
    (A) Beneficially, to the extent known to the benefit corporation without independent investigation; or
    (B) Of record.
  (6) The statement of the benefit director described in § 29-1303.02(c) .
  (7) A statement of any connection between the organization that established the third-party standard, or its directors, officers, or material owners, and the benefit corporation or its directors, officers, or material shareholders, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard.
  (8) If the benefit corporation has dispensed with or restricted the discretion or powers of the board of directors, a description of:
    (A) The persons that exercise the powers, duties, and rights and have the immunities of the board of directors; and
    (B) The person with the powers, duties, and rights of a benefit director if required by § 29-1303.02(e) .
(b) A benefit corporation shall annually send a benefit report to each shareholder:
  (1) Within 120 days following the end of the fiscal year of the benefit corporation; or
  (2) At the same time that the benefit corporation delivers any other annual report to its shareholders.
(c) A benefit corporation shall post all of its benefit reports on the public portion of its website, if any, but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.
(d) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy.
(e) The benefit corporation shall deliver a copy of the benefit report to the Mayor for filing when filing the biennial report required by § 29-102.11 , but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report that is delivered to the Mayor.
D.C. Code § 29-1203.05 — DC Code / Title 29 / Chapter 12 / § 29-1203.05
§ 29-1203.05. No creditor rights in trust property.
Status: in_force

A creditor of a beneficial owner or trustee shall not obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of a statutory trust or any series thereof.
D.C. Code § 29-608.04 — DC Code / Title 29 / Chapter 6 / § 29-608.04
§ 29-608.04. Partner’s power to bind partnership after dissolution.
Status: in_force

Subject to § 29-608.05 , a partnership shall be bound by a partner’s act after dissolution that:
(1) Is appropriate for winding up the partnership activities and affairs; or
(2) Would have bound the partnership under § 29-603.01 before dissolution, if the other party to the transaction did not have notice of the dissolution.
D.C. Code § 29-1008.19 — DC Code / Title 29 / Chapter 10 / § 29-1008.19
§ 29-1008.19. Conflict of interest.
Status: in_force

(a) The law applicable to conflicts of interest between a director of an entity organized under Chapter 3 of this title shall govern conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.
(b) A director shall not have a conflict of interest under this chapter or the organic rules solely because the director’s conduct relating to the duties of the director may further the director’s own interest.
D.C. Code § 29-1012.01 — DC Code / Title 29 / Chapter 10 / § 29-1012.01
§ 29-1012.01. Dissolution and winding up.
Status: in_force

A limited cooperative association shall be dissolved only as provided in this subchapter and, upon dissolution, wind up in accordance with this subchapter.
D.C. Code § 29-406.04 — DC Code / Title 29 / Chapter 4 / § 29-406.04
§ 29-406.04. Selection of directors.
Status: in_force

(a) The directors of a membership corporation, other than any initial directors named in the articles of incorporation or elected by the incorporators, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some or all of the directors are appointed by some other person or designated in some other manner.
(b) The directors of a nonmembership corporation, other than any initial directors named in the articles of incorporation or elected by the incorporators, shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than any initial directors, shall be elected by the board.
D.C. Code § 29-1011.02 — DC Code / Title 29 / Chapter 10 / § 29-1011.02
§ 29-1011.02. Effect of dissociation as member.
Status: in_force

(a) Upon a member’s dissociation:
  (1) The person’s right to participate as a member in the management and conduct of the association’s activities and affairs terminates; and
  (2) Subject to § 29-1011.03 , subchapter XV of this chapter , and Chapter 2 of this title , any financial rights owned by the person in the person’s capacity as a member are owned by the person as a transferee.
(b) A person’s dissociation as a member shall not of itself discharge the person from any debt, obligation, or other liability to the limited cooperative association or to the members which the person incurred while a member.
D.C. Code § 29-203.01 — DC Code / Title 29 / Chapter 2 / § 29-203.01
§ 29-203.01. Interest exchange authorized.
Status: in_force

(a) Except as otherwise provided in this section, by complying with this subchapter:
  (1) A domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or
  (2) All of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing.
(b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities a foreign entity may be the acquiring or acquired entity in an interest exchange under this subchapter if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity, but does not refer to an interest exchange, the provision shall apply to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after the effective date of this chapter.
(d) This subchapter shall not apply to a transaction under:
  (1) Subchapter IX of Chapter 3 of this title ; or
  (2) Section 29-609.05, to the extent inconsistent with that section.
D.C. Code § 29-704.09 — DC Code / Title 29 / Chapter 7 / § 29-704.09
§ 29-704.09. Reimbursement, indemnification, advancement, and insurance.
Status: in_force

(a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with §§ 29-704.06 , 29-704.08 , and 29-705.09 in making the payment.
(b) A limited 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 a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of § 29-704.06 , [§ ] 29-704.08, or [§ ] 29-705.09.
(c) In the ordinary course of its activities and affairs, a limited 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 general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.
(d) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under § 29-701.07(b)(6) , the partnership agreement could not eliminate or limit the person’s liability to the partnership for the conduct giving rise to the liability.
D.C. Code § 29-1125 — DC Code / Title 29 / Chapter 11 / § 29-1125
§ 29-1125. Winding up and termination.
Status: in_force

Winding up and termination of an unincorporated nonprofit association shall proceed in accordance with the following rules:
(1) All known debts and liabilities shall be paid or adequately provided for.
(2) Any property subject to a condition requiring return to the person designated by the donor shall be transferred to that person.
(3) Any property subject to a trust shall be distributed in accordance with the trust agreement.
(4) Any remaining property shall be distributed as follows:
  (A) As required by law other than this chapter that requires assets of an association to be distributed to another person with similar nonprofit purposes;
  (B) In accordance with the association’s governing principles or, in the absence of applicable governing principles, to the members of the association per capita or as the members direct; or
  (C) If subparagraph (A) or (B) of this paragraph does not apply, in accordance with the law of unclaimed property in the District.
D.C. Code § 29-604.05 — DC Code / Title 29 / Chapter 6 / § 29-604.05
§ 29-604.05. Distributions in kind; sharing of and right to distribution before dissolution.
Status: in_force

(a) Any distributions made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under § 29-605.03 or charging order in effect under § 29-605.04 .
(b) A person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution.
(c) A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in § 29-608.09 , a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.
(d) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as partner on whose account the distribution is made.
D.C. Code § 29-312.07 — DC Code / Title 29 / Chapter 3 / § 29-312.07
§ 29-312.07. Other claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b) The notice shall:
  (1) Be published one time in a newspaper of general circulation in the District;
  (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
  (3) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the publication date of the newspaper notice:
  (1) A claimant that was not given written notice under § 29-312.06 ;
  (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;
  (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim that is not barred by § 29-312.06(c) or subsection (c) of this section may be enforced:
  (1) Against the dissolved corporation, to the extent of its undistributed assets; or
  (2) Except as otherwise provided in § 29-312.08(d) , if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the shareholder.
D.C. Code § 29-1206.01 — DC Code / Title 29 / Chapter 12 / § 29-1206.01
§ 29-1206.01. Beneficial interest.
Status: in_force

(a) A beneficial interest in a statutory trust is personal property.
(b) A beneficial interest in a statutory trust shall not be an interest in specific property of the statutory trust.
(c) A beneficial owner shall not have a preemptive right to subscribe to any additional issue of beneficial interests or any other interest of a statutory trust.
D.C. Code § 29-203.04 — DC Code / Title 29 / Chapter 2 / § 29-203.04
§ 29-203.04. Amendment or abandonment of plan of interest exchange.
Status: in_force

(a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. A domestic acquired entity may approve an amendment of a plan of interested exchange:
  (1) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or
  (2) By the governors or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the interest exchange shall be entitled to vote on or consent to any amendment of the plan that will change:
    (A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing, to be received by any of the interest holders of the acquired entity under the plan;
    (B) The public organic record or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or
    (C) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.
(b) After a plan of interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective, the plan may be abandoned:
  (1) As provided in the plan; or
  (2) Unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the Mayor for filing and before the statement of interest exchange becomes effective, a statement of abandonment, signed by a party to the plan, shall be delivered to the Mayor for filing before the time the statement of interest exchange becomes effective. The statement of abandonment shall be effective upon filing by the Mayor, and the interest exchange shall be abandoned and shall not become effective. The statement of abandonment shall contain:
  (1) The name of the acquired entity;
  (2) The date on which the statement of interest exchange was filed; and
  (3) A statement that the interest exchange has been abandoned in accordance with this section.
D.C. Code § 29-706.02 — DC Code / Title 29 / Chapter 7 / § 29-706.02
§ 29-706.02. Effect of dissociation as limited partner.
Status: in_force

(a) Upon a person’s dissociation as a limited partner:
  (1) Subject to § 29-707.04 , the person shall not have further rights as a limited partner;
  (2) The person’s obligation of good faith and fair dealing as a limited partner under § 29-703.05(b) shall continue only as to matters arising and events occurring before the dissociation; and
  (3) Subject to § 29-707.04 and subchapter X of this chapter , any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation shall be owned by the person as a mere transferee.
(b) A person’s dissociation as a limited partner does not itself discharge the person from any debt, liability, or other obligation to the limited partnership or the other partners which the person incurred while a limited partner.
D.C. Code § 29-702.05 — DC Code / Title 29 / Chapter 7 / § 29-702.05
§ 29-702.05. 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 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) Deliver the record to the Mayor for filing; or
  (3) The Mayor to file the record unsigned.
(b) If the person aggrieved under subsection (a) of this section is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) of this section may seek the remedies provided in subsection (a) of this section in the same action in combination or in the alternative.
(c) A record filed unsigned pursuant to this section shall be effective without being signed.
D.C. Code § 29-608.01 — DC Code / Title 29 / Chapter 6 / § 29-608.01
§ 29-608.01. Events causing dissolution and winding up of partnership business.
Status: in_force

A partnership is dissolved, and its activities and affairs shall be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner that is dissociated under § 29-606.01(2) through (10), of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;
(2) In a partnership for a definite term or particular undertaking:
  (A) Within 90 days after a partner’s dissociation by death or otherwise under § 29-606.01(6) through (10) or wrongful dissociation under § 29-606.02(b) , the express will of at least half of the remaining partners to wind up the partnership’s activities and affairs, for which purpose a partner’s rightful dissociation pursuant to § 29-606.02(b)(2)(A) constitutes the expression of that partner’s will to wind up the partnership’s activities and affairs;
  (B) The express will of all of the partners to wind up the partnership’s activities and affairs; or
  (C) The expiration of the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership activities and affairs;
(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event shall be effective retroactively to the date of the event for purposes of this section;
(5) On application by a partner, a judicial determination that:
  (A) The economic purpose of the partnership is likely to be unreasonably frustrated;
  (B) Another partner has engaged in conduct relating to the partnership activities and affairs which makes it not reasonably practicable to carry on the activities and affairs in partnership with that partner; or
  (C) It is not otherwise reasonably practicable to carry on the partnership activities and affairs in conformity with the partnership agreement.
(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership activities and affairs:
  (A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
  (B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
(7) The passage of 90 consecutive days during which the partnership does not have at least 2 partners.
D.C. Code § 29-910 — DC Code / Title 29 / Chapter 9 / § 29-910
§ 29-910. Meetings; regular and special.
Status: in_force

Regular meetings of members shall be held as prescribed in the bylaws, but shall be held at least once a year. Special meetings may be demanded by a majority vote of the directors or by written petition of at least 10% of the membership, in which case it shall be the duty of the secretary to call such meeting to take place within 30 days after the demand. Regular or special meetings, including meetings by units as hereinafter provided, may be held inside or outside the District as the articles may prescribe. Regardless of whether remote regular and special meetings of members are authorized by the articles or bylaws, members may participate in regular and special meetings of members remotely in accordance with § 29-305.09 .
D.C. Code § 29-1013.02 — DC Code / Title 29 / Chapter 10 / § 29-1013.02
§ 29-1013.02. Proper plaintiff.
Status: in_force

(a) A derivative action to enforce a right of a limited cooperative association shall be maintained only by a person that:
  (1) Is a member or a dissociated member at the time the action is commenced and:
    (A) Was a member when the conduct giving rise to the action occurred; or
    (B) Whose status as a member devolved upon the person by operation of law or the organic rules from a person that was a member at the time of the conduct; and
  (2) Adequately represents the interests of the association.
(b) If the sole plaintiff in a derivative action dies while the action is pending, the Superior Court may permit another member who meets the requirements of subsection (a) of this section to be substituted as plaintiff.
D.C. Code § 29-928 — DC Code / Title 29 / Chapter 9 / § 29-928
§ 29-928. Share and membership certificates — Exemption for attachment, execution and garnishment.
Status: in_force

The holdings of any member of an association, to the extent of the minimum amount necessary for membership, but not to exceed $500, shall be exempt from attachment, execution, or garnishment for the debts of the owner. If any holdings in excess of this amount are subjected to such liability, the directors of the association may either admit the purchaser thereof to membership or may purchase from the purchaser the holdings at par value.
D.C. Code § 29-710.05 — DC Code / Title 29 / Chapter 7 / § 29-710.05
§ 29-710.05. Effect of merger.
Status: in_force

(a) When a merger becomes effective:
  (1) The surviving limited partnership shall continue or come into existence;
  (2) Each constituent limited partnership that merges into the surviving limited partnership shall cease to exist as a separate entity;
  (3) All property owned by each constituent limited partnership that ceases to exist shall vest in the surviving limited partnership;
  (4) All debts, liabilities, and other obligations of each constituent limited partnership that ceases to exist shall be the obligations of the surviving limited partnership;
  (5) An action or proceeding pending by or against any constituent limited partnership that ceases to exist may be continued as if the merger had not occurred;
  (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent limited partnership that ceases to exist shall vest in the surviving limited partnership;
  (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger shall take effect;
  (8) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger shall not dissolve the limited partnership for the purposes of subchapter VIII of this chapter ;
  (9) If the surviving limited partnership is created by the merger, its certificate of limited partnership shall become effective; and
  (10) If the surviving limited partnership preexists the merger, any amendments provided for in the articles of merger to its certificate of limited partnership and partnership agreement shall become effective.
(b) A surviving limited partnership that is a foreign limited partnership consents to the jurisdiction of the Superior Court to enforce any obligation owed by a constituent limited partnership, if before the conversion the constituent limited partnership was subject to suit in the District on that obligation. A surviving limited partnership that is a foreign limited partnership and not authorized to do business in the District may be served with process at the address required in the articles of merger under § 29-710.04(b)(7) .
D.C. Code § 29-405.03 — DC Code / Title 29 / Chapter 4 / § 29-405.03
§ 29-405.03. Court-ordered meeting.
Status: in_force

(a) The Superior Court may summarily order a meeting to be held on application of:
  (1) Any member entitled to participate in an annual or regular meeting if an annual meeting was not held within the earlier of 6 months after the end of the corporation’s fiscal year or 15 months after its last annual meeting; or
  (2) A member who signed a demand for a special meeting under § 29-405.02 , if:
    (A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s secretary; or
    (B) The special meeting was not held in accordance with the notice.
(b) The Superior Court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose of the meeting.
D.C. Code § 29-405.25 — DC Code / Title 29 / Chapter 4 / § 29-405.25
§ 29-405.25. Action by single and multiple voting groups.
Status: in_force

(a) If this chapter, the articles of incorporation, or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § 29-405.24 .
(b) If this chapter, the articles of incorporation, or the bylaws provide for voting by 2 or more voting groups on a matter, action on that matter shall be taken only when voted upon by each of those voting groups counted separately as provided in § 29-405.24 .
D.C. Code § 29-1201.07 — DC Code / Title 29 / Chapter 12 / § 29-1201.07
§ 29-1201.07. Constructive notice.
Status: in_force

A person that is not a beneficial owner is deemed to have notice of a statutory trust’s merger, interest exchange, conversion, or domestication 90 days after articles of merger, interest exchange, conversion, or domestication under subchapter VII of this chapter or Chapter 2 of this title become effective.
D.C. Code § 29-1206.04 — DC Code / Title 29 / Chapter 12 / § 29-1206.04
§ 29-1206.04. Distribution to beneficial owner.
Status: in_force

(a) When a beneficial owner becomes entitled to receive a distribution, with respect to the distribution, the beneficial owner shall have the status of, and shall be entitled to all remedies available to, a creditor of the statutory trust.
(b) A beneficial owner has a right to a distribution before the dissolution and winding up of a statutory trust only if the trustee decides to make an interim distribution. A beneficial owner shall not have a right to demand or to receive a distribution from the trust in any form other than money.
(c) Except as otherwise provided in § 29-1208.03(b) , the trust may distribute an asset in kind if each part of the asset is fungible with each other part and each beneficial owner receives a percentage of the asset equal in value to the beneficial owner’s share of the distribution.
(d) Any distributions made by a statutory trust before its dissolution and winding up must be in proportion to the beneficial interests.
D.C. Code § 29-702.03 — DC Code / Title 29 / Chapter 7 / § 29-702.03
§ 29-702.03. Statement of termination.
Status: in_force

A dissolved limited partnership that has completed winding up may deliver to the Mayor for filing a statement of termination that states:
(1) The name of the limited partnership;
(2) The date of filing of its initial certificate of limited partnership; and
(3) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to § 29-708.03(c) or (d).
D.C. Code § 29-805.01 — DC Code / Title 29 / Chapter 8 / § 29-805.01
§ 29-805.01. Nature of transferable interest.
Status: in_force

A transferable interest is personal property.
D.C. Code § 29-311.03 — DC Code / Title 29 / Chapter 3 / § 29-311.03
§ 29-311.03. Assertion of rights by nominees and beneficial owners.
Status: in_force

(a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder that asserts appraisal rights for only part of the shares held of record in the record shareholder’s name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.
(b) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if the shareholder:
  (1) Submits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in § 29-311.12(b)(2)(B) ; and
  (2) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.
D.C. Code § 29-409.07 — DC Code / Title 29 / Chapter 4 / § 29-409.07
§ 29-409.07. Effect of merger or membership exchange.
Status: in_force

(a) Subject to § 29-409.01(b) , (c), and (d), when a merger becomes effective:
  (1) The domestic or foreign nonprofit corporation or eligible entity that is designated in the plan of merger as the survivor shall continue or come into existence, as the case may be;
  (2) The separate existence of every domestic or foreign nonprofit corporation or eligible entity that is merged into the survivor shall cease;
  (3) All property owned by, and every contract and other right possessed by, each domestic or foreign nonprofit corporation or eligible entity that merges into the survivor shall be vested in the survivor without reversion or impairment;
  (4) All liabilities of each domestic or foreign nonprofit corporation or eligible entity that is merged into the survivor shall be vested in the survivor;
  (5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
  (6) The articles of incorporation and bylaws or organic records of the survivor shall be amended to the extent provided in the plan of merger;
  (7) The articles of incorporation and bylaws or organic records of a survivor that is created by the merger shall become effective; and
  (8) The memberships of each corporation that is a party to the merger, and the eligible interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into memberships, eligible interests, securities, or obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; other property or other consideration; or any combination of the foregoing are converted.
(b) Subject to § 29-409.01(b) , (c), and (d), when a membership exchange becomes effective:
  (1) The memberships or eligible interests in the exchanging entity that are to be exchanged under the plan of membership exchange into memberships, eligible interests, securities, or obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; other property or other consideration; or any combination of the foregoing are exchanged; and
  (2) The articles of incorporation and bylaws or organic records of the exchanging entity shall be amended to the extent provided in the plan of membership exchange.
(c) A person that becomes subject to owner liability for some or all of the debts, obligations, or liabilities of any entity as a result of a merger or membership exchange has owner liability only to the extent provided in the organic law of the entity and only for those debts, obligations, and liabilities that arise after the effective time of the articles of merger or membership exchange.
(d) The effect of a merger or membership exchange on the owner liability of a person that had owner liability for some or all of the debts, obligations, or liabilities of a party to the merger or membership exchange shall be as follows:
  (1) The merger or membership exchange shall not discharge any owner liability under the organic law of the entity in which the person was a member, shareholder, or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or membership exchange.
  (2) The person shall not have owner liability under the organic law of the entity in which the person was a member, shareholder, or interest holder prior to the merger or membership exchange for any debt, obligation, or liability that arises after the effective time of the articles of merger or membership exchange.
  (3) The organic law of any entity for which the person had owner liability before the merger or membership exchange shall continue to apply to the collection or discharge of any owner liability preserved by paragraph (1) of this subsection, as if the merger or membership exchange had not occurred.
  (4) The person has whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by paragraph (1) of this subsection, as if the merger or membership exchange had not occurred.
(e) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made before or after a merger, to or for any of the parties to the merger, shall inure to the survivor, subject to the express terms of the will or other instrument.
D.C. Code § 29-411.02 — DC Code / Title 29 / Chapter 4 / § 29-411.02
§ 29-411.02. Standing.
Status: in_force

(a) A derivative proceeding may be brought in the Superior Court by:
  (1) A member or members having 5% or more of the voting power, or by 50 members, whichever is less; or
  (2) Any director or member of a designated body.
(b) The plaintiff in a derivative proceeding shall be a member, director, or member of a designated body at the time of bringing the proceeding. A plaintiff that is a member shall also have been a member at the time of any action complained of in the derivative proceeding.
D.C. Code § 29-701.11 — DC Code / Title 29 / Chapter 7 / § 29-701.11
§ 29-701.11. Business transactions of partner with partnership.
Status: in_force

A partner may lend money to and do other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
D.C. Code § 29-603.07 — DC Code / Title 29 / Chapter 6 / § 29-603.07
§ 29-603.07. Actions by and against partnership and partners.
Status: in_force

(a) A partnership may sue and be sued in the name of the partnership.
(b) Except as otherwise provided in subsection (f) of this section, action may be brought against the partnership and, to the extent not inconsistent with § 29-603.06 , any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership shall not by itself be a judgment against a partner. A judgment against a partnership shall not be satisfied from a partner’s assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under § 29-603.06 and:
  (1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
  (2) The partnership is a debtor in bankruptcy;
  (3) The partner has agreed that the creditor need not exhaust partnership assets;
  (4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
  (5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section shall apply to any partnership debt, obligation, or other liability resulting from a representation by a partner or purported partner under § 29-603.08 .
(f) A partner is not a proper party to an action against a partnership if that partner is not personally liable for the claim under § 29-603.06 .
D.C. Code § 29-305.22 — DC Code / Title 29 / Chapter 3 / § 29-305.22
§ 29-305.22. Proxies.
Status: in_force

(a) A shareholder may vote the shareholder’s shares in person or by proxy.
(b) An appointment of a proxy shall be effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.
(c) An appointment of a proxy shall be revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest shall include the appointment of:
  (1) A pledgee;
  (2) A person that purchased or agreed to purchase the shares;
  (3) A creditor of the corporation that extended it credit under terms requiring the appointment;
  (4) An employee of the corporation whose employment contract requires the appointment; or
  (5) A party to a voting agreement created under § 29-305.41 .
(d) The death or incapacity of the shareholder appointing a proxy shall not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(e) An appointment made irrevocable under subsection (d) of this section shall be revoked when the interest with which it is coupled is extinguished.
(f) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(g) Subject to § 29-305.24 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation shall be entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.
D.C. Code § 29-801.07 — DC Code / Title 29 / Chapter 8 / § 29-801.07
§ 29-801.07. Operating agreement; scope, function, and limitations.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement shall govern:
  (1) Relations among the members as members and between the members and the limited liability company;
  (2) The rights and duties under this chapter of a person in the capacity of manager;
  (3) The activities and affairs of the company and the conduct of those activities and affairs; and
  (4) The means and conditions for amending the operating agreement.
(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter shall govern the matter.
(c) An operating agreement shall not:
  (1) Vary a limited liability company’s capacity under § 29-801.05 to sue and be sued in its own name;
  (2) Vary the law applicable under § 29-801.06 ;
  (3) Vary the provisions of § 29-802.04 ;
  (4) Subject to subsections (d) through (g) of this section, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty;
  (5) Eliminate the contractual obligation of good faith and fair dealing under § 29-804.09(d) , but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;
  (6) Unreasonably restrict the duties and rights stated in § 29-804.10 ;
  (7) Vary the causes of dissolution specified in § 29-807.01(a)(4) and (5);
  (8) Vary the requirement to wind up a limited liability company’s activities and affairs as specified in § 29-807.02 ;
  (9) Unreasonably restrict the right of a member to maintain an action under Subchapter 8 of this chapter ;
  (10) Restrict the right to approve a merger or domestication under § 29-809.10 or Chapter 2 of this title of a member that will have personal liability with respect to a surviving, converted, or domesticated organization;
  (11) Except as otherwise provided in § 29-801.08 or 29-801.09(b), restrict the rights under this chapter of a person other than a member or manager.
  (12) Vary any requirement, procedure, or other provision of this title pertaining to:
    (A) Registered agents; or
    (B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this chapter;
  (13) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law; or
  (14) Vary the provisions of § 29-808.05 , except that the operating agreement may provide that the company may not have a special litigation committee.
  (15) [(15)] Vary the power of a person to dissociate under § 29-807.01 , except to require that notice of dissociation be in a record.
(d) Subject to subsection (c) of this section, without limiting other terms that may be included in an operating agreement, the following rules apply:
  (1) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
  (2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
  (3) If not manifestly unreasonable, the operating agreement may:
    (A) Restrict or eliminate the aspects of the duty of loyalty stated in § 29-804.09 ;
    (B) Identify specific types or categories of activities and affairs that do not violate the duty of loyalty;
    (C) Alter the duty of care, but may not authorize willful or intentional misconduct or knowing violation of law; and
    (D) Alter or eliminate any other fiduciary duty.
(e) Repealed.
(f) Repealed.
(g) Repealed.
(h) The Superior Court shall decide, as a matter of law, any claim under subsection (c)(5) or (d)(3) of this section that a term of an operating agreement is manifestly unreasonable. The court:
  (1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
  (2) May invalidate the term only if, in light of the purposes and activities and affairs of the limited liability company, it is readily apparent that:
    (A) The objective of the term is unreasonable; or
    (B) The term is an unreasonable means to achieve the provision’s objective.
D.C. Code § 29-403.02 — DC Code / Title 29 / Chapter 4 / § 29-403.02
§ 29-403.02. General powers.
Status: in_force

Unless its articles of incorporation provide otherwise, every nonprofit corporation shall have perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including the power to:
(1) Sue and be sued, complain, and defend in its corporate name;
(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the District, for managing and regulating the affairs of the corporation;
(4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, property, or any legal or equitable interest in property, wherever located;
(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;
(7) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property or income;
(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by § 29-406.32 ;
(9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) Conduct its activities, locate offices, and exercise the powers granted by this chapter within or without the District;
(11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit, except as limited by § 29-406.32 ;
(12) Pay pensions and establish pension plans, pension trusts, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) Make donations for charitable purposes;
(14) Impose dues, assessments, admission, and transfer fees on its members;
(15) Establish conditions for admission of members, admit members, and issue memberships;
(16) Carry on a business; and
(17) Make payments or donations, or do any other act, not inconsistent with law, that furthers the purposes, activities, and affairs of the corporation.
D.C. Code § 29-605.05 — DC Code / Title 29 / Chapter 6 / § 29-605.05
§ 29-605.05. Power of legal representative of deceased partner.
Status: in_force

If a partner dies, the deceased partner’s legal representative may exercise:
(1) The rights of a transferee provided in § 29-605.03(c) ; and
(2) For purposes of settling the estate, the rights the deceased partner had under § 29-604.06 .
D.C. Code § 29-1206.08 — DC Code / Title 29 / Chapter 12 / § 29-1206.08
§ 29-1206.08. Beneficial owner’s right to information.
Status: in_force

A beneficial owner shall have the right to receive from the statutory trust or a trustee information relating to the affairs of a statutory trust which is reasonably related to the beneficial owner’s interest. The beneficial owner may enforce this right by summary proceeding in the Superior Court.
D.C. Code § 29-101.03 — DC Code / Title 29 / Chapter 1 / § 29-101.03
§ 29-101.03. Applicability of chapter.
Status: in_force

This chapter shall apply to an entity formed under or subject to this title.
D.C. Code § 29-704.07 — DC Code / Title 29 / Chapter 7 / § 29-704.07
§ 29-704.07. Right of general partner and former general partner to information.
Status: in_force

(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:
  (1) In the limited partnership’s principal office, required information; and
  (2) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership’s activities and financial condition.
(b) Each general partner and the limited partnership shall furnish to a general partner:
  (1) Without demand, any information concerning the limited partnership’s activities and activities reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter; and
  (2) On demand, any other information concerning the limited partnership’s activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) Subject to subsection (e) of this section, on 10 days’ demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) of this section at the location specified in subsection (a) of this section if:
  (1) The information or record pertains to the period during which the person was a general partner;
  (2) The person seeks the information or record in good faith; and
  (3) The person satisfies the requirements imposed on a limited partner by § 29-703.04(b) .
(d) The limited partnership shall respond to a demand made pursuant to subsection (c) of this section in the same manner as provided in § 29-703.04(c) .
(e) If a general partner dies, § 29-707.04 shall apply.
(f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership shall have the burden of proving reasonableness.
(g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement shall apply both to the attorney or other agent and to the general partner or person dissociated as a general partner.
(i) The rights under this section shall not extend to a person as transferee, but the rights under subsection (c) of this section of a person dissociated as a general may be exercised by the legal representative of an individual who dissociated as a general partner under § 29-706.03(7)(B) or (C).
D.C. Code § 29-1010.07 — DC Code / Title 29 / Chapter 10 / § 29-1010.07
§ 29-1010.07. Limitations on distributions.
Status: in_force

(a) A limited cooperative association shall not make a distribution, including a distribution under § 29-1012.07 if, after the distribution:
  (1) The association would not be able to pay its debts as they become due in the ordinary course of the association’s activities and affairs; or
  (2) The association’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the association were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of members whose preferential rights are superior to those of persons receiving the distribution.
(b) A limited cooperative association may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(c) Except as otherwise provided in subsection (d) of this section, the effect of a distribution allowed under subsection (b) of this section shall be measured:
  (1) In the case of distribution by purchase, redemption, or other acquisition of financial rights in the limited cooperative association, as of the earlier of the date money or other property is transferred or debt is incurred by the association or the date the person entitled to the distribution ceases to own the financial rights being acquired by the association in return for the distribution;
  (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;
  (3) In all other cases, as of the date:
    (A) The distribution is authorized, if the payment occurs not later than 120 days after that date; or
    (B) The payment is made, if payment occurs more than 120 days after the distribution is authorized.
(d) A limited cooperative association’s indebtedness incurred by reason of a distribution made in accordance with this section is at parity with the association’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(e) A limited cooperative association’s indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness shall [be] treated as a distribution, the effect of which is measured on the date the payment is made.
(f) In measuring the effect of a distribution under § 29-1012.07 , the liabilities of a dissolved limited cooperative association do not include any claim that has been disposed of under §§ 29-1012.08 , 29-1012 ,09, and 29-1012.10 .
(g) For purposes of this section, the term “distribution” shall not include reasonable amounts paid to a member in the ordinary course of business as payment or compensation for commodities, goods, past or present services, or reasonable payments made in the ordinary course of business under a bona fide retirement or other benefits program.
D.C. Code § 29-401.01 — DC Code / Title 29 / Chapter 4 / § 29-401.01
§ 29-401.01. Short title.
Status: in_force

This chapter may be cited as the “Nonprofit Corporation Act of 2010”.
D.C. Code § 29-701.13 — DC Code / Title 29 / Chapter 7 / § 29-701.13
§ 29-701.13. Consent and proxies of partners.
Status: in_force

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact.
D.C. Code § 29-406.09 — DC Code / Title 29 / Chapter 4 / § 29-406.09
§ 29-406.09. Removal of directors by judicial proceeding.
Status: in_force

(a) The Superior Court may remove a director from office in a proceeding commenced by or in the right of the corporation if the court finds that:
  (1) The director engaged in fraudulent conduct with respect to the corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the corporation; and
  (2) Considering the director’s course of conduct and the inadequacy of other available remedies, removal would be in the best interests of the corporation.
(b) A member, individual director, or member of a designated body proceeding on behalf of the nonprofit corporation under subsection (a) of this section shall comply with all of the requirements of subchapter XI of this chapter .
(c) The court, in addition to removing the director, may bar the director from being reelected, redesignated, or reappointed for a period prescribed by the court.
(d) Nothing in this section limits the equitable powers of the court to order other relief.
(e) If a proceeding is commenced under this section to remove a director of a charitable corporation, the plaintiff shall give the Attorney General for the District of Columbia notice in record form of the commencement of the proceeding.
D.C. Code § 29-1203.04 — DC Code / Title 29 / Chapter 12 / § 29-1203.04
§ 29-1203.04. Limitation on liability of trustees and beneficial owners.
Status: in_force

(a) A debt, obligation, or other liability of a statutory trust or series thereof shall be solely a debt, obligation, or other liability of the trust or series thereof. A beneficial owner, trustee, or person designated pursuant to § 29-1201.03(e)(8) or (9) is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the trust or series thereof solely by reason of being or acting as a trustee, beneficial owner, or person designated pursuant to § 29-1201.03(e)(8) or (9. This subsection applies regardless of the dissolution of the statutory trust.
(b) Except as otherwise provided in subchapter IV of this chapter , property of a statutory trust held in the name of the trust or by the trustee in the trustee’s capacity as trustee shall be subject to attachment and execution to satisfy a debt, obligation, or other liability of the trust.
D.C. Code § 29-306.03 — DC Code / Title 29 / Chapter 3 / § 29-306.03
§ 29-306.03. Number and election of directors.
Status: in_force

(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
(c) Directors shall be elected at the 1st annual shareholders’ meeting and at each annual meeting thereafter unless their terms are staggered under § 29-306.06 .
D.C. Code § 29-306.25 — DC Code / Title 29 / Chapter 3 / § 29-306.25
§ 29-306.25. Committees.
Status: in_force

(a) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee.
(b) Unless this chapter otherwise provides, the creation of a committee and appointment of members to it shall be approved by the greater of:
  (1) A majority of all the directors in office when the action is taken; or
  (2) The number of directors required by the articles of incorporation or bylaws to take action under § 29-306.24 .
(c) Sections 29-306.20 through 29-306.24 apply both to committees of the board and to their members.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under § 29-306.01 .
(e) A committee shall not:
  (1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;
  (2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;
  (3) Fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees; or
  (4) Adopt, amend, or repeal bylaws.
(f) The creation of, delegation of authority to, or action by a committee shall not alone constitute compliance by a director with the standards of conduct described in § 29-306.30 .
(g) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
D.C. Code § 29-414.03 — DC Code / Title 29 / Chapter 4 / § 29-414.03
§ 29-414.03. Entitlement to cumulate votes.
Status: in_force

Members of a nonprofit corporation that were entitled to cumulate their votes for the election of directors on the effective date of this chapter shall continue to be entitled to cumulate their votes for the election of directors until otherwise provided in the articles of incorporation or bylaws of the corporation.
D.C. Code § 29-1006.01 — DC Code / Title 29 / Chapter 10 / § 29-1006.01
§ 29-1006.01. Member’s interest.
Status: in_force

A member’s interest shall:
(1) Be personal property;
(2) Consist of:
  (A) Governance interests;
  (B) Financial rights; and
  (C) The right or obligation, if any, to do business with the limited cooperative association; and
(3) May be in certificated or uncertificated form.
D.C. Code § 29-601.01 — DC Code / Title 29 / Chapter 6 / § 29-601.01
§ 29-601.01. Short title.
Status: in_force

This chapter may be cited as the “Uniform Partnership Act of 2010”.
D.C. Code § 29-801.09 — DC Code / Title 29 / Chapter 8 / § 29-801.09
§ 29-801.09. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
Status: in_force

(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment shall be ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated member shall be governed by the operating agreement. Subject only to any court order issued under § 29-805.03(b)(2) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member shall be effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or dissociated member and is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(c) If a record that has been delivered by a limited liability company to the Mayor for filing and has become effective under this chapter contains a provision that would be ineffective under § 29-801.07(c) or (d)(3) if contained in the operating agreement, the provision shall likewise be ineffective in the record.
(d) Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the Mayor for filing and has become effective under this chapter conflicts with a provision of the operating agreement:
  (1) The operating agreement shall prevail as to members, dissociated members, transferees, and managers; and
  (2) The record shall prevail as to other persons to the extent they reasonably rely on the record.
D.C. Code § 29-304.01 — DC Code / Title 29 / Chapter 3 / § 29-304.01
§ 29-304.01. Authorized shares.
Status: in_force

(a) The articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series and shall describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series.
(b) The articles of incorporation shall authorize:
  (1) One or more classes or series of shares that together have unlimited voting rights; and
  (2) One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one or more classes or series of shares that:
  (1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;
  (2) Are redeemable or convertible as specified in the articles of incorporation:
    (A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;
    (B) For money, indebtedness, securities, or other property; and
    (C) At prices and in amounts:
      (i) Specified; or
      (ii) Determined in accordance with a formula;
  (3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
  (4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-301.04 .
(e) Any of the terms of shares may vary among holders of the same class or series so long as the variations are expressly set forth in the articles of incorporation.
(f) The description of the preferences, rights, and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.
D.C. Code § 29-504 — DC Code / Title 29 / Chapter 5 / § 29-504
§ 29-504. Construction; applicability of Chapter 3 of this title to corporations organized under.
Status: in_force

(a) This chapter shall not repeal, modify, or restrict the laws relating to corporations, or regulating the professions covered by this chapter, unless these laws conflict with this chapter.
(b) Except as otherwise provided in this chapter, Chapter 3 of this title shall apply to a professional corporation organized under this chapter.
D.C. Code § 29-309.02 — DC Code / Title 29 / Chapter 3 / § 29-309.02
§ 29-309.02. Merger.
Status: in_force

(a) One or more domestic business corporations may merge with one or more domestic or foreign business corporations pursuant to a plan of merger, or 2 or more foreign business corporations or domestic may merge into a new domestic business corporation to be created in the merger, in the manner provided in this subchapter.
(b) A foreign business may be a party to a merger with a domestic business corporation, or may be the survivor in such a merger, if the merger is permitted by the jurisdiction of the foreign business corporation is incorporated.
(c) If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this subchapter and subchapter XI of this chapter . For the purposes of applying this subchapter and subchapter XI of this chapter :
  (1) The eligible entity, its members or interest holders, eligible interests and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and
  (2) If the activities and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors.
(d) The plan of merger shall include:
  (1) The name of each domestic or foreign business corporation that will merge and the name of the domestic or foreign business corporation that will be the survivor of the merger;
  (2) The terms and conditions of the merger;
  (3) The manner and basis of converting the shares of each merging domestic or foreign business 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;
  (4) The articles of incorporation of any domestic or foreign business corporation to be created by the merger, or if a new domestic or foreign business corporation is not to be created by the merger, any amendments to the survivor’s articles of incorporation; and
  (5) Any other provisions required by the laws under which any party to the merger is incorporated, or by the articles of incorporation of any such party.
(e) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with § 29-301.04 .
(f) The plan of merger may also include a provision that the plan may be amended by the directors or shareholders of a domestic business 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 received under the plan by the shareholders of any party to the merger;
  (2) The articles of incorporation of any corporation that will survive or be created as a result of the merger, except for changes permitted by § 29-308.05 ; or
  (3) Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
(g) A merger in which a business corporation and another form of entity are parties shall be governed by Chapter 2 of this title .
D.C. Code § 29-412.06 — DC Code / Title 29 / Chapter 4 / § 29-412.06
§ 29-412.06. Known claims against dissolved corporation.
Status: in_force

(a) A dissolved nonprofit corporation may dispose of the known claims against it by delivering notice to its known claimants of the dissolution at any time after its effective date.
(b) The notice shall be in the form of a record and:
  (1) Describe information that shall be included in a claim;
  (2) Provide a mailing address where a claim may be sent;
  (3) State the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved nonprofit corporation must receive the claim; and
  (4) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved nonprofit corporation shall be barred if the claimant:
  (1) That was given notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or
  (2) Whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, the term “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
D.C. Code § 29-1008.11 — DC Code / Title 29 / Chapter 10 / § 29-1008.11
§ 29-1008.11. Meetings.
Status: in_force

(a) A board of directors shall meet at least annually and may hold meetings inside or outside the District.
(b) A board of directors may permit directors to attend or conduct board meetings through the use of any means of communication if all directors attending the meeting can communicate with each other during the meeting.
D.C. Code § 29-306.80 — DC Code / Title 29 / Chapter 3 / § 29-306.80
§ 29-306.80. Business opportunities.
Status: in_force

(a) A director’s taking advantage, directly or indirectly, of a business opportunity shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if, before becoming legally obligated respecting the opportunity, the director brings it, to the attention of the corporation and:
  (1) Action by qualified directors disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in § 29-306.72 , as if the decision being made concerned a director’s conflicting interest transaction; or
  (2) Shareholders’ action disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in § 29-306.73 , as if the decision being made concerned a director’s conflicting interest transaction; provided, that rather than making “required disclosure” as defined in § 29-306.70 , in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.
(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) of this section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
D.C. Code § 29-105.11 — DC Code / Title 29 / Chapter 1 / § 29-105.11
§ 29-105.11. Termination of registration.
Status: in_force

(a) The Mayor may terminate the registration of a registered foreign entity in the manner provided in subsections (b) and (c) of this section if the entity does not:
  (1) Pay, not later than 60 days after the due date, any fee or penalty required to be paid to the Mayor under this chapter or law other than this title;
  (2) Deliver to the Mayor for filing, not later than 60 days after the due date, the biennial report, if any, a biennial report;
  (3) Have a registered agent as required by § 29-104.02 ; or
  (4) Deliver to the Mayor for filing a statement of change under § 29-104.07 not later than 30 days after a change occurs in the name or address of the entity’s registered agent.
(b) The Mayor shall terminate the registration of a registered foreign entity by noting the termination in the records of the Mayor and may deliver a copy of the notice or the information in the notation to the entity’s registered agent in the District or, if the entity does not have a registered agent in the District, to the entity’s principal office as designated in § 29-105.03(4) . The notice shall state or the information in the notation shall include the:
  (1) Effective date of the termination, which must be at least 60 days after the date the Mayor delivers the copy; and
  (2) Grounds for termination under subsection (a) of this section.
(c) The authority of a registered foreign entity to do business in the District shall cease on the effective date of the notice of termination or notation filed under subsection (b) of this section unless, before that date, the entity cures each ground for termination stated in the notice or notation. If the entity cures each ground, the Mayor shall file a record so stating.
D.C. Code § 29-804.10 — DC Code / Title 29 / Chapter 8 / § 29-804.10
§ 29-804.10. Right of members, managers, and dissociated members to information.
Status: in_force

(a) In a member-managed limited liability company, the following rules shall apply:
  (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company’s activities and affairs, financial condition, and other circumstances, to the extent the information is material to the member’s rights and duties under the operating agreement or this chapter.
  (2) The company shall furnish to each member:
    (A) Without demand, any information concerning the company’s activities and affairs, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member’s rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and
    (B) On demand, any other information concerning the company’s activities and affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.
  (3) The duty to furnish information under paragraph (2) of this subsection shall also apply to each member to the extent the member knows any of the information described in paragraph (2) of this subsection.
(b) In a manager-managed limited liability company, the following rules shall apply:
  (1) The informational rights stated in subsection (a) of this section and the duty stated in subsection (a)(3) of this section apply to the managers and not the members.
  (2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company, and inspect and copy, full information regarding the activities and affairs, financial condition, and other circumstances of the company as is just and reasonable if:
    (A) The member seeks the information for a purpose material to the member’s interest as a member;
    (B) The member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and
    (C) The information sought is directly connected to the member’s purpose.
  (3) Within 10 days after receiving a demand pursuant to paragraph (2)(B) of this subsection, the company shall in a record inform the member that made the demand:
    (A) Of the information that the company will provide in response to the demand and when and where the company will provide the information; and
    (B) If the company declines to provide any demanded information, the company’s reasons for declining.
  (4) Whenever this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member’s decision.
(c) On 10 days’ demand made in a record received by a limited liability company, a dissociated member shall have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection (b)(2) of this section. The company shall respond to a demand made pursuant to this subsection in the manner provided in subsection (b)(3) of this section.
(d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
(e) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (g) of this section shall apply both to the agent or legal representative and the member or dissociated member.
(f) The rights under this section shall not extend to a person as transferee.
(g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company shall have the burden of proving reasonableness.
D.C. Code § 29-808.02 — DC Code / Title 29 / Chapter 8 / § 29-808.02
§ 29-808.02. Derivative action.
Status: in_force

A member may maintain a derivative action in the Superior Court to enforce a right of a limited liability company if:
(1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or
(2) A demand under paragraph (1) of this section would be futile.
D.C. Code § 29-105.04 — DC Code / Title 29 / Chapter 1 / § 29-105.04
§ 29-105.04. Amendment of foreign registration statement.
Status: in_force

(a) A registered foreign entity shall deliver to the Mayor for filing an amendment to its foreign registration statement if there is a change in the:
  (1) Name of the entity;
  (2) Type of entity, including, if it is a limited partnership, whether the entity became or ceased to be a limited liability limited partnership;
  (3) Jurisdiction of formation;
  (4) Address or addresses required by § 29-105.03(4) ; or
  (5) Information required by § 29-104.04(a) .
(b) The requirements of § 29-105.03 for an original foreign registration statement apply to an amendment of a foreign registration statement under this section.
D.C. Code § 29-311.15 — DC Code / Title 29 / Chapter 3 / § 29-311.15
§ 29-311.15. After-acquired shares.
Status: in_force

(a) A corporation may elect to withhold payment required by § 29-311.14 from any shareholder that was required to, but did not, certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to § 29-311.12(b)(1) .
(b) If the corporation elected to withhold payment under subsection (a) of this section, it shall, within 30 days after the form required by § 29-311.12(b)(2)(B) is due, notify all shareholders described in subsection (a) of this section:
  (1) Of the information required by § 29-311.14(b)(1) ;
  (2) Of the corporation’s estimate of fair value pursuant to § 29-311.14(b)(2) ;
  (3) That they may accept the corporation’s estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under § 29-311.16 ;
  (4) That those shareholders that wish to accept such offer shall so notify the corporation of their acceptance of the corporation’s offer within 30 days after receiving the offer; and
  (5) That those shareholders that do not satisfy the requirements for demanding appraisal under § 29-311.16 shall be deemed to have accepted the corporation’s offer.
(c) Within 10 days after receiving the shareholder’s acceptance pursuant to subsection (b) of this section, the corporation shall pay in cash the amount it offered under subsection (b)(2) of this section to each shareholder that agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand.
(d) Within 40 days after sending the notice described in subsection (b) of this section, the corporation shall pay in cash the amount it offered to pay under subsection (b)(2) of this section to each shareholder described in subsection (b)(5) of this section.
D.C. Code § 29-404.14 — DC Code / Title 29 / Chapter 4 / § 29-404.14
§ 29-404.14. Creditor’s action against member.
Status: in_force

(a) A proceeding shall not be brought by a creditor of a membership corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless the proceeding would be useless. In this case, a member remains immune from liability for debts, obligations, and other liabilities of the corporation under § 29-404.12 and shall be liable only to the extent that the member’s failure to pay amounts owed to the corporation has resulted in damages to the creditor.
(b) All creditors of a membership corporation, with or without reducing their claims to judgment, may intervene in any creditor’s proceeding brought under subsection (a) of this section to reach and apply unpaid amounts due the corporation.
D.C. Code § 29-1205.02 — DC Code / Title 29 / Chapter 12 / § 29-1205.02
§ 29-1205.02. Trustee powers.
Status: in_force

A trustee may exercise:
(1) Powers conferred by the governing instrument;
(2) Except as limited by the governing instrument, any other powers necessary or convenient to carry out the activities and affairs of the statutory trust; and
(3) Other powers conferred by this chapter.
D.C. Code § 29-801.05 — DC Code / Title 29 / Chapter 8 / § 29-801.05
§ 29-801.05. Powers.
Status: in_force

A limited liability company shall have the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
D.C. Code § 29-1004.03 — DC Code / Title 29 / Chapter 10 / § 29-1004.03
§ 29-1004.03. Method of voting on amendment of organic rules.
Status: in_force

(a) A substantive change to a proposed amendment of the organic rules shall not be made at the members meeting at which a vote on the amendment occurs.
(b) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on the amendment occurs and need not be separately voted upon by the board of directors.
(c) A vote to adopt a nonsubstantive change to a proposed amendment to the organic rules shall be by the same percentage of votes required to pass a proposed amendment.
D.C. Code § 29-304.02 — DC Code / Title 29 / Chapter 3 / § 29-304.02
§ 29-304.02. Terms of class or series determined by board of directors.
Status: in_force

(a) If the articles of incorporation so provide, the board of directors may, without shareholder approval:
  (1) Classify any unissued shares into one or more classes or into one or more series within a class;
  (2) Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or
  (3) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
(b) If the board of directors acts pursuant to subsection (a) of this section, it shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under § 29-304.01 , of:
  (1) Any class of shares before the issuance of any shares of that class; or
  (2) Any series within a class before the issuance of any shares of that series.
(c) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the Mayor for filing articles of amendment setting forth the terms determined under subsection (a) and (b) of this section.
D.C. Code § 29-513 — DC Code / Title 29 / Chapter 5 / § 29-513
§ 29-513. Disqualified professional.
Status: in_force

If any individual rendering professional services on behalf of a professional corporation assumes a public office that prohibits his or her rendering of the professional services, or for any other reason is disqualified by law to render the professional services, the individual immediately shall sever all employment relationships in which the individual shares in the corporation’s profits attributable to professional services rendered after such assumption of office or other disqualification. For the purposes of § 29-514 , the individual shall be referred to as a “disqualified shareholder”.
D.C. Code § 29-1207.02 — DC Code / Title 29 / Chapter 12 / § 29-1207.02
§ 29-1207.02. Merger.
Status: in_force

(a) A statutory trust may merge with one or more other constituent organizations pursuant to this section, §§ 29-1207.03 through 29-1207.05 , and a plan of merger if:
  (1) The merger is not prohibited by the governing law of any constituent organization; and
  (2) Each of the other organizations complies with its governing law in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
  (1) The name and form of each constituent organization;
  (2) The name and form of the surviving organization and, if the surviving organization 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 or exchanging the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
  (4) If the surviving organization is to be created by the merger, the surviving organization’s organizational documents; and
  (5) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.
D.C. Code § 29-709.02 — DC Code / Title 29 / Chapter 7 / § 29-709.02
§ 29-709.02. Derivative action.
Status: in_force

A partner may maintain a derivative action in the Superior Court to enforce a right of a limited partnership if:
(1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2) A demand would be futile.
D.C. Code § 29-709.06 — DC Code / Title 29 / Chapter 7 / § 29-709.06
§ 29-709.06. Special litigation committee.
Status: in_force

(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the Superior Court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation. This subsection does not prevent the court from enforcing a person’s right to information under § 29-703.04 or 29-704.07 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be partners.
(c) A special litigation committee may be appointed:
  (1) By a majority of the general partners not named as defendants or plaintiffs in the proceeding; and
  (2) If all general partners are named as defendants or plaintiffs in the proceeding, by a majority of the general partners named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:
  (1) Continue under the control of the plaintiff;
  (2) Continue under the control of the committee;
  (3) Be settled on terms approved by the committee; or
  (4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the Superior Court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee met their burden of proof, were disinterested and independent, and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
D.C. Code § 29-104.14 — DC Code / Title 29 / Chapter 1 / § 29-104.14
§ 29-104.14. Personal jurisdiction.
Status: in_force

The designation or maintenance in the District of a registered agent shall not by itself create the basis for personal jurisdiction over the represented entity in the District.
D.C. Code § 29-104.03 — DC Code / Title 29 / Chapter 1 / § 29-104.03
§ 29-104.03. Addresses in filings.
Status: in_force

If a provision of this subchapter other than § 29-104.10(a)(4) requires that a record state an address, the record shall state a:
(a) (1) Street address in the District; and
  (2) Mailing address in the District, if different from the address described in paragraph (1) of this section.
D.C. Code § 29-710.04 — DC Code / Title 29 / Chapter 7 / § 29-710.04
§ 29-710.04. Filings required for merger; effective date.
Status: in_force

(a) After each constituent limited partnership has approved a merger, articles of merger shall be signed on behalf of each preexisting:
  (1) Domestic limited partnership, by each general partner listed in the certificate of limited partnership; and
  (2) Foreign limited partnership, by an authorized representative.
(b) The articles of merger shall include:
  (1) The name of each constituent limited partnership and the jurisdiction of its governing statute;
  (2) The name of the surviving limited partnership, the jurisdiction of its governing statute, and, if the surviving limited partnership is created by the merger, a statement to that effect;
  (3) The date the merger is effective under the governing statute of the surviving limited partnership;
  (4) If the surviving limited partnership is to be created by the merger, its certificate of limited partnership;
  (5) If the surviving limited partnership preexists the merger, any amendments provided for in the plan of merger to its certificate of limited partnership;
  (6) A statement as to each constituent limited partnership that the merger was approved as required by the limited partnership’s governing statute;
  (7) If the surviving limited partnership is a foreign limited partnership not authorized to do business in the District, the street and mailing address of an office which the Mayor may use for the purposes of § 29-710.05(b) ; and
  (8) Any additional information required by the governing statute of any constituent limited partnership.
(c) Each constituent limited partnership shall deliver the articles of merger for filing with the Mayor.
(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 subchapter II of Chapter 2 of this title , as specified in the articles of merger.
D.C. Code § 29-306.43 — DC Code / Title 29 / Chapter 3 / § 29-306.43
§ 29-306.43. Resignation and removal of officers.
Status: in_force

(a) An officer may resign at any time by delivering notice to the corporation. A resignation shall be effective when the notice is delivered, unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor shall not take office until the effective time.
(b) An officer may be removed at any time with or without cause by:
  (1) The board of directors;
  (2) The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or
  (3) Any other officer if authorized by the bylaws or the board of directors.
(c) For the purposes of this section, the term “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
D.C. Code § 29-308.08 — DC Code / Title 29 / Chapter 3 / § 29-308.08
§ 29-308.08. Amendment pursuant to reorganization.
Status: in_force

(a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
(b) The individual designated by the Superior Court shall deliver to the Mayor for filing articles of amendment setting forth:
  (1) The name of the corporation;
  (2) The text of each amendment approved by the court;
  (3) The date of the court’s order or decree approving the articles of amendment;
  (4) The title of the reorganization proceeding in which the order or decree was entered; and
  (5) A statement that the court had jurisdiction of the proceeding under federal law.
(c) This section shall not apply after entry of a final decree in the reorganization proceeding even though the Superior Court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
D.C. Code § 29-807.02 — DC Code / Title 29 / Chapter 8 / § 29-807.02
§ 29-807.02. Winding up.
Status: in_force

(a) A dissolved limited liability company shall wind up its activities and affairs, and, except as otherwise provided in § 29-807.06 , shall continue after dissolution only for the purpose of winding up.
(b) In winding up its activities and affairs, a limited liability company:
  (1) Shall:
    (A) Discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities and affairs, and marshal and distribute the assets of the company; and
    (B) Deliver to the Mayor for filing a statement of dissolution stating the name of the company and that the company is dissolved; and
  (2) May:
    (A) Preserve the company activities and affairs and property as a going concern for a reasonable time;
    (B) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
    (C) Transfer the company’s property;
    (D) Settle disputes by mediation or arbitration;
    (E) Deliver to the Mayor for filing a statement of termination stating the name of the company and that the company is terminated; and
    (F) Perform other acts necessary or appropriate to the winding up.
(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person shall have the powers of a sole manager under § 29-804.07(c) and shall be deemed to be a manager for the purposes of § 29-803.04(a)(2) .
(d) If the legal representative under subsection (c) of this section declines or fails to wind up the company’s activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:
  (1) Has the powers of a sole manager under § 29-804.07(c) and shall be deemed to be a manager for the purposes of § 29-803.04(a)(2) ; and
  (2) Shall promptly deliver to the Mayor for filing an amendment to the company’s certificate of organization to:
    (A) State that the company has no members;
    (B) State that the person has been appointed pursuant to this subsection to wind up the company; and
    (C) Provide the street and mailing addresses of the person.
(e) The Superior Court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company’s activities and affairs:
  (1) On application of a member, if the applicant establishes good cause;
  (2) On the application of a transferee, if:
    (A) The company does not have any members;
    (B) The legal representative of the last person to have been a member declines or fails to wind up the company’s activities and affairs; and
    (C) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d) of this section; or
  (3) In connection with a proceeding under § 29-807.01(a)(4) or (5).
D.C. Code § 29-204.01 — DC Code / Title 29 / Chapter 2 / § 29-204.01
§ 29-204.01. Conversion authorized.
Status: in_force

(a) Except as otherwise provided in this section, by complying with this subchapter, a domestic entity may become:
  (1) A domestic entity of a different type; or
  (2) A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision shall apply to a conversion of the entity as if the conversion were a merger until the provision is amended after the effective date of this chapter.
D.C. Code § 29-1203.02 — DC Code / Title 29 / Chapter 12 / § 29-1203.02
§ 29-1203.02. Statutory trust as entity.
Status: in_force

A statutory trust is an entity separate from its trustees and beneficial owners.
D.C. Code § 29-939 — DC Code / Title 29 / Chapter 9 / § 29-939
§ 29-939. Taxation; annual license fee.
Status: in_force

Associations formed under this chapter, and foreign corporations and associations admitted under § 29-936 to do business in the District, shall pay an annual license fee established by the Mayor by rule.
D.C. Code § 29-302.03 — DC Code / Title 29 / Chapter 3 / § 29-302.03
§ 29-302.03. Incorporation.
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence shall begin when the articles of incorporation are filed.
(b) The Mayor’s filing of the articles of incorporation shall be 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 corporation.
D.C. Code § 29-1010.06 — DC Code / Title 29 / Chapter 10 / § 29-1010.06
§ 29-1010.06. Redemption or repurchase.
Status: in_force

Property distributed to a member by a limited cooperative association, other than money, maybe redeemed or repurchased as provided in the organic rules, but a redemption or repurchase shall not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase shall be treated as a distribution for purposes of § 29-1010.07 .
D.C. Code § 29-701.09 — DC Code / Title 29 / Chapter 7 / § 29-701.09
§ 29-701.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of limited partnership.
Status: in_force

(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 29-707.03(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
  (1) Is effective with regard to any debt, obligation, or other liability of the limited partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and
  (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c) If a record delivered by a limited partnership to the Mayor for filing becomes effective and contains a provision that would be ineffective under § 29-701.07(b) or (c)(2) if contained in the partnership agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a limited partnership to the Mayor for filing becomes effective and conflicts with a provision of the partnership agreement:
  (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and
  (2) The record prevails as to other persons to the extent they reasonably rely on the record.
D.C. Code § 29-305.52 — DC Code / Title 29 / Chapter 3 / § 29-305.52
§ 29-305.52. Demand.
Status: in_force

A shareholder shall not commence a derivative proceeding until:
(1) A written demand has been made upon the corporation to take suitable action; and
(2) Ninety days have expired from the date the delivery of the demand was made unless
  (A) The shareholder has earlier been notified that the demand has been rejected by the corporation; or
  (B) Irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
D.C. Code § 29-1202.03 — DC Code / Title 29 / Chapter 12 / § 29-1202.03
§ 29-1202.03. Signing of records.
Status: in_force

(a) A record delivered by the statutory trust to the Mayor for filing pursuant to this chapter shall be signed by at least one of the trustees.
(b) Any person may sign by an attorney in fact any record filed pursuant to this chapter.
D.C. Code § 29-401.21 — DC Code / Title 29 / Chapter 4 / § 29-401.21
§ 29-401.21. Proceedings prior to corporate action.
Status: in_force

(a) If, under applicable law or the articles of incorporation or bylaws of a nonprofit corporation, there has been a failure to hold a meeting to take corporate action and the failure has continued for 30 days after the date designated or appropriate therefor, the Superior Court may summarily order a meeting to be held upon the application of any person entitled, either alone or in conjunction with other persons similarly seeking relief under this section, to call a meeting to consider the corporate action in issue, or the Attorney General for the District of Columbia in the case of a charitable corporation.
(b) The Superior Court may determine the right to vote at the meeting of persons claiming that right, may appoint an individual to hold the meeting under such orders and powers as the Superior Court may consider proper, and may take such action as may be required to give due notice of the meeting and convene and conduct the meeting in the interests of justice.
D.C. Code § 29-104.08 — DC Code / Title 29 / Chapter 1 / § 29-104.08
§ 29-104.08. Change of name, address, type of entity, or jurisdiction of formation by noncommercial registered agent.
Status: in_force

(a) If a noncommercial registered agent changes its name, its address in effect with respect to a represented entity under § 29-104.04(a) , its type of entity, or its jurisdiction of formation, the agent shall deliver to the Mayor for filing, with respect to each entity represented by the agent, a statement of change signed by the agent which states:
  (1) The name of the entity;
  (2) The name and address of the agent in effect with respect to the entity;
  (3) If the name of the agent has changed, the new name;
  (4) If the address of the agent has changed, the new address; and
  (5) If the agent is an entity:
    (A) If the type of entity has changed, the new type of entity; and
    (B) If the jurisdiction of formation has changed, the new jurisdiction of formation.
(b) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the Mayor for filing of a statement of change and the changes made in the statement.
D.C. Code § 29-406.33 — DC Code / Title 29 / Chapter 4 / § 29-406.33
§ 29-406.33. Directors’ liability for unlawful distributions.
Status: in_force

(a) A director who votes for or assents to a distribution made in violation of this chapter shall be personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter if the party asserting liability establishes that, when taking the action, the director did not comply with § 29-406.30 .
(b) A director held liable under subsection (a) of this section for an unlawful distribution shall be entitled to:
  (1) Contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and
  (2) Recoupment from each person of the pro-rata portion of the amount of the unlawful distribution the person received, whether or not the person knew the distribution was made in violation of this chapter.
(c) A proceeding to enforce:
  (1) The liability of a director under subsection (a) of this section shall be barred unless it is commenced within 2 years after the date on which the distribution was made; or
  (2) Contribution or recoupment under subsection (b) of this section shall be barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.
D.C. Code § 29-403.03 — DC Code / Title 29 / Chapter 4 / § 29-403.03
§ 29-403.03. Emergency powers.
Status: in_force

(a) If a nonprofit corporation authorizes the exercise of emergency powers in its articles of incorporation or bylaws, in the event of an emergency, the board of directors may:
  (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
  (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency, unless the articles of incorporation or bylaws provide otherwise:
  (1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner; and
  (2) One or more officers of the nonprofit corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority.
(c) Corporate action taken in good faith during an emergency to further the ordinary affairs of the nonprofit corporation:
  (1) Binds the corporation; and
  (2) Shall not be used to impose liability on a director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the directors cannot readily be assembled because of some catastrophic event.
D.C. Code § 29-406.24 — DC Code / Title 29 / Chapter 4 / § 29-406.24
§ 29-406.24. Quorum and voting.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the articles of incorporation, or the bylaws, a quorum of the board of directors shall consist of a majority of the directors in office before a meeting begins.
(b) The articles of incorporation or bylaws may authorize a quorum of the board of directors to consist of no fewer than the greater of 1/3 of the number of directors in office or 2 directors.
(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 a greater vote is required by the articles of incorporation or bylaws.
(d) A director who is present at a meeting of the board of directors when corporate action is taken shall be considered to have assented to the action taken unless one of the following applies:
  (1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting at the meeting; or
  (2) The director dissents or abstains from the action and:
    (A) The dissent or abstention is entered in the minutes of the meeting; or
    (B) The director delivers notice in the form of a record of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation promptly after adjournment of the meeting.
(e) The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.
D.C. Code § 29-1111 — DC Code / Title 29 / Chapter 11 / § 29-1111
§ 29-1111. Member has no agency power.
Status: in_force

A member of an unincorporated nonprofit association shall not be an agent of the association solely by reason of being a member.
D.C. Code § 29-306.10 — DC Code / Title 29 / Chapter 3 / § 29-306.10
§ 29-306.10. Vacancy on board.
Status: in_force

(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
  (1) The shareholders may fill the vacancy;
  (2) The board of directors may fill the vacancy; or
  (3) If the directors remaining in office constitute less than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall vote to fill the vacancy if it is filled by the shareholders and only the directors elected by that voting group shall fill the vacancy if it is filled by the directors.
(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under § 29-306.07(b) or otherwise, may be filled before the vacancy occurs, but the new director shall not take office until the vacancy occurs.
D.C. Code § 29-104.12 — DC Code / Title 29 / Chapter 1 / § 29-104.12
§ 29-104.12. Service of process, notice, or demand on entity.
Status: in_force

(a) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(b) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at its principal office in accordance with any applicable judicial rules and procedures. The address of the principal office shall be shown as in the entity’s most recent biennial report filed by the Mayor. Service shall be effective under this subsection on the earliest of:
  (1) The date that the entity receives the mail or delivery by a similar commercial delivery service;
  (2) The date shown on the return receipt, if signed by the entity; or
  (3) Five days after its deposit with the United States Postal Service or similar commercial delivery service, if correctly addressed and with sufficient postage or payment.
(c) Service may be made by handing a copy of the process, notice, or demand to an officer of the entity, a managing or general agent of the entity, or any other agent authorized by designation or by law to receive service of process for the entity if the individual served is not a plaintiff in the action.
(d) If an entity fails to designate or maintain a registered agent in the District as required by law, or if an entity’s registered agent in the District cannot with reasonable diligence be found, and if the person seeking service submits a declaration under penalty of making false statements showing that a registered agent for the entity cannot be found, the Mayor shall be an agent of the entity upon whom any process against the entity may be served and upon whom any notice or demand required or permitted by law to be served upon the entity may be served. Service on the Mayor of the process, notice, or demand shall be made by delivering or leaving with the Mayor, or his designee, duplicate copies of the process, notice, or demand. If any process, notice, or demand is so served, the Mayor shall immediately cause one of the copies to be forwarded by registered or certified mail to the entity at its principal office or at its last known address.
(e) Service of process, notice, or demand on a registered agent shall be in a written record, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under § 29-104.05 that it will accept.
(f) Service of process, notice, or demand may be made by other means under law other than this title.
D.C. Code § 29-104.09 — DC Code / Title 29 / Chapter 1 / § 29-104.09
§ 29-104.09. Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent.
Status: in_force

(a) If a commercial registered agent changes its name, its address as listed under § 29-104.05(a)(3) , its type of entity, or its jurisdiction of formation, the agent shall deliver to the Mayor for filing a statement of change signed by the agent which states:
  (1) The name of the agent as listed under § 29-104.05(a)(1) ;
  (2) If the name of the agent has changed, the new name;
  (3) If the address of the agent has changed, the new address;
  (4) If the type of entity has changed, the new type of entity; and
  (5) If the jurisdiction of formation of the entity has changed, the new jurisdiction of formation.
(b) The filing by the Mayor of a statement of change under subsection (a) of this section shall change the information regarding the agent with respect to each entity represented by the agent.
(c) A commercial registered agent promptly shall furnish each entity represented by it notice in a record of the filing by the Mayor of a statement of change relating to the name or address of the agent and the changes made in the statement.
(d) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the Mayor may cancel the listing of the agent under § 29-104.05 . A cancellation under this subsection shall have the same effect as a termination under § 29-104.06 . Promptly after canceling the listing of an agent, the Mayor shall serve notice in a record in the manner provided in § 29-104.12(b) or (c) on:
  (1) Each entity represented by the agent, stating that the agent has ceased to be a registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in § 29-104.12 ; and
  (2) The agent, stating that the listing of the agent has been canceled under this section.
D.C. Code § 29-201.04 — DC Code / Title 29 / Chapter 2 / § 29-201.04
§ 29-201.04. Required notice or approval.
Status: in_force

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or District Government Official to be a party to a merger shall give the notice, or obtain the approval, to be a party to an interest exchange, conversion, or domestication.
(b) Property held for a charitable purpose under the law of the District by a domestic or foreign entity immediately before a transaction under this chapter becomes effective shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred, unless, to the extent required by or pursuant to the law of the District concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the Superior Court specifying the disposition of the property.
(c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.
D.C. Code § 29-412.02 — DC Code / Title 29 / Chapter 4 / § 29-412.02
§ 29-412.02. Approval of dissolution.
Status: in_force

(a) The board of directors of a membership corporation may propose dissolution for submission to the members.
(b) For a proposal to dissolve to be adopted:
  (1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and
  (2) The members entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposal for dissolution on any basis.
(d) The nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the proposed meeting of members. The notice shall also state:
  (1) That the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation; and
  (2) How the assets of the corporation will be distributed after all creditors have been paid or how the distribution of assets will be determined.
(e) Unless the articles of incorporation, the bylaws, or the board of directors acting pursuant to subsection (c) of this section, requires a greater vote or a greater number of members to be present, the adoption of the proposal to dissolve by the members shall require the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the proposal, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.
(f) If the nonprofit corporation does not have any members entitled to vote on its dissolution, a proposal to dissolve shall be adopted by the corporation when it has been adopted by the board of directors.
(g) A charitable corporation shall give the Attorney General for the District of Columbia notice in the form of a record that it intends to dissolve before the time it delivers articles of dissolution to the Mayor. Notice to the Attorney General under this section shall not delay or otherwise affect the dissolution process.
D.C. Code § 29-707.02 — DC Code / Title 29 / Chapter 7 / § 29-707.02
§ 29-707.02. Transfer of partner’s transferable interest.
Status: in_force

(a) A transfer, in whole or in part, of a partner’s transferable interest:
  (1) Is permissible;
  (2) Shall not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities and affairs; and
  (3) Shall not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities and affairs, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection (c) of this section, or to inspect or copy the required information or the limited partnership’s other records.
(b) A transferee shall have a right to receive, in accordance with the transfer:
  (1) Distributions to which the transferor would otherwise be entitled; and
  (2) Upon the dissolution and winding up of the limited partnership’s activities and affairs, the net amount otherwise distributable to the transferor.
(c) In a dissolution and winding up, a transferee shall be entitled to an account of the limited partnership’s transactions only from the date of dissolution.
(d) Upon transfer, the transferor retain the rights of a partner other than the interest in distributions transferred and shall retain all duties and obligations of a partner.
(e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
(f) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement shall be ineffective as to a person having notice of the restriction at the time of transfer.
(g) A transferee that becomes a partner with respect to a transferable interest shall be liable for the transferor’s obligations under §§ 29-705.02 and 29-705.09 . However, the transferee shall not be obligated for liabilities unknown to the transferee at the time the transferee became a partner.
(h) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
D.C. Code § 29-102.11 — DC Code / Title 29 / Chapter 1 / § 29-102.11
§ 29-102.11. Biennial report for Mayor.
Status: in_force

(a) Each domestic filing entity and limited liability partnership and registered foreign entity shall deliver to the Mayor for filing a biennial report that sets forth:
  (1) The name of the entity and its jurisdiction of formation;
  (2) The name and street and mailing address of the entity’s registered agent in the District;
  (3) The street and mailing address of the entity’s principal office;
  (4) The name of at least one governor; and
  (5) In the case of a registered foreign entity, a statement that the entity is in good standing in its state of formation or, if the entity is not in good standing, a description of the efforts of the entity to bring itself into good standing.
  (6) For biennial reports made on or after January 1, 2020, the report shall state the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the entity:
    (A) Exceeds 10%; or
    (B) Does not exceed 10%; provided, that the person:
      (i) Controls the financial or operational decisions of the entity; or
      (ii) Has the ability to direct the day-to-day operations of the entity.
  (7) The biennial report shall state, for each foreign entity that is identified pursuant to paragraph (6) of this subsection, the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the foreign entity:
    (A) Exceeds 10%; or
    (B) Does not exceed 10%; provided, that the person:
      (i) Controls the financial or operational decisions of the foreign entity; or
      (ii) Has the ability to direct the day-to-day operations of the foreign entity.
  (8) Submission of a biennial report that does not include the information required by paragraphs (6) and (7) of this subsection shall result in administrative dissolution of a domestic entity pursuant to the process specified under § 29-106.02 or termination of registration of a foreign entity pursuant to the process specified under § 29-105.11 .
(b) Information in the biennial report shall be current as of the date the report is signed on behalf of the entity.  If information in the biennial report changes after the time of report filing, a statement of correction as specified under § 29-102.05 shall be filed to reflect the changes.
(c) The 1st biennial report shall be delivered to the Mayor for filing by April 1 of the year following the calendar year in which the public organic record of the domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or the foreign filing entity registered to do business in the District. Subsequent biennial reports shall be delivered to the Mayor by April 1st of each 2nd calendar year thereafter.
(d) If a biennial report does not contain the information required by this subchapter, the Mayor promptly shall notify the reporting domestic or registered foreign entity in a record and return the report for correction.
(e) If a filed biennial report contains the name or address of a registered agent which differs from the information shown in the records of the Mayor immediately before the filing, the differing information in the biennial report shall be considered a statement of change under § 29-104.07 , 29-104.08, or 29-104.09.
D.C. Code § 29-804.07 — DC Code / Title 29 / Chapter 8 / § 29-804.07
§ 29-804.07. Management of limited liability company.
Status: in_force

(a) A limited liability company shall be a member-managed limited liability company unless the operating agreement:
  (1) Expressly provides that:
    (A) The company is or will be “manager-managed”;
    (B) The company is or will be “managed by managers”; or
    (C) Management of the company is or will be “vested in managers”; or
  (2) Includes words of similar import.
(b) In a member-managed limited liability company, the following rules shall apply:
  (1) Except as otherwise expressly provided in this chapter, the management and conduct of the company shall be vested in the members.
  (2) Each member shall have equal rights in the management and conduct of the company’s activities and affairs.
  (3) A difference arising among members as to a matter in the ordinary course of the activities and affairs of the company may be decided by a majority of the members.
  (4) An act outside the ordinary course of the activities and affairs of the company may be undertaken only with the consent of all members.
  (5) The operating agreement may be amended only with the consent of all members.
(c) In a manager-managed limited liability company, the following rules apply:
  (1) Except as otherwise expressly provided in this chapter, any matter relating to the activities and affairs of the company shall be decided exclusively by the managers.
  (2) Each manager shall have equal rights in the management and conduct of the activities and affairs of the company.
  (3) A difference arising among managers as to a matter in the ordinary course of the activities and affairs of the company may be decided by a majority of the managers.
  (4) The consent of all members shall be required to:
    (A) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the company’s property, with or without the good will, outside the ordinary course of the company’s activities and affairs;
    (B) Approve a merger or domestication under subchapter IX of this chapter or transaction under Chapter 2 of this title ;
    (C) Undertake any other act outside the ordinary course of the company’s activities and affairs; and
    (D) Amend the operating agreement.
  (5) A manager may be chosen at any time by the consent of a majority of the members and shall remain a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without notice or cause.
  (6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager shall remove the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation shall not by itself dissociate the person as a member.
  (7) A person’s ceasing to be a manager shall not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager.
(d) An action requiring the consent of members under this chapter may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member’s agent.
(e) The dissolution of a limited liability company shall not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.
(f) This chapter shall not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company.
(g) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.
(h) A payment or advance made by a member which gives rise to an obligation of the limited liability company under subsection (g) of this section or under § 29-804.08(a) constitutes a loan to the company which accrues interest from the date of the payment or advance.
D.C. Code § 29-1001.02 — DC Code / Title 29 / Chapter 10 / § 29-1001.02
§ 29-1001.02. Definitions.
Status: in_force

For the purposes of this chapter, the term:
(1) “Board of directors” means the board of directors of a limited cooperative association.
(2) “Bylaws” means the bylaws of a limited cooperative association. The term “bylaws” shall include the bylaws as amended or restated.
(3) “Contribution”, except as used in § 29-1010.08(c) , means a benefit that a person provides to a limited cooperative association to become or remain a member or in the person’s capacity as a member.
(4) “Cooperative” means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction.
(5) “Director” means a director of a limited cooperative association.
(6) “Distribution”, except as used in § 29-1010.07(e) , means a transfer of money or other property from a limited cooperative association to a member because of the member’s financial rights or to a transferee of a member’s financial rights.
(7) “Financial rights” means the right to participate in allocations and distributions as provided in subchapters X and XII of this chapter, but shall not include rights or obligations under a marketing contract governed by subchapter VII of this chapter .
(8) “Foreign cooperative” means an entity organized in a jurisdiction other than the District under a law similar to this chapter.
(9) “Investor member” means a member that has made a contribution to a limited cooperative association and is not:
  (A) Required by the organic rules to conduct patronage with the association in the member’s capacity as an investor member to receive the member’s interest; or
  (B) Permitted by the organic rules to conduct patronage with the association in the member’s capacity as an investor member in order to receive the member’s interest.
(10) “Limited cooperative association”, “domestic limited cooperative association”, “association”, or “domestic association” means an association formed under this chapter or that becomes subject to this title under Chapter 2 of this title .
(11) “Member” means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. The term “member” shall not include a person that has dissociated as a member.
(12) “Member’s interest” means the interest of a patron member or investor member under § 29-1006.01 .
(13) “Members meeting” means an annual members meeting or special meeting of members.
(14) “Organizer” means an individual who signs the initial articles of organization.
(15) “Patron member” means a member that has made a contribution to a limited cooperative association and is:
  (A) Required by the organic rules to conduct patronage with the association in the member’s capacity as a patron member to receive the member’s interest; or
  (B) Permitted by the organic rules to conduct patronage with the association in the member’s capacity as a patron member to receive the member’s interest.
(16) “Patronage” means business transactions between a limited cooperative association and a person which entitle the person to receive financial rights based on the value or quantity of business done between the association and the person.
(17) “Registered foreign cooperative” means a foreign cooperative that is registered to do business in this state pursuant to a statement of registration filed by the Mayor.
(18) “Required information” means the information a limited cooperative association is required to maintain under § 29-1001.10 .
(19) “Voting group” means any combination of one or more voting members in one or more districts or classes that under the organic rules or this chapter are entitled to vote and can be counted together collectively on a matter at a members meeting.
(20) “Voting member” means a member that, under the organic law or organic rules, has a right to vote on matters subject to vote by members under the organic law or organic rules.
(21) “Voting power” means the total current power of members to vote on a particular matter for which a vote may or is to be taken.
D.C. Code § 29-404.40 — DC Code / Title 29 / Chapter 4 / § 29-404.40
§ 29-404.40. Distributions prohibited.
Status: in_force

(a) Except as permitted under § 29-404.22 or § 29-404.41 , a nonprofit corporation shall not pay dividends or make distributions of any part of its assets, income, or profits to its members, directors, delegates, members of a designated body, or officers.
(b) This section shall not apply to a contract or transaction authorized pursuant to § 29-406.70 .
D.C. Code § 29-303.01 — DC Code / Title 29 / Chapter 3 / § 29-303.01
§ 29-303.01. Purposes.
Status: in_force

(a) Every corporation incorporated under this chapter shall have the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another law of the District may incorporate under this chapter only if permitted by, and subject to all limitations of, the other law.
D.C. Code § 29-708.06 — DC Code / Title 29 / Chapter 7 / § 29-708.06
§ 29-708.06. Known claims against dissolved limited partnership.
Status: in_force

(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b) of this section.
(b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall:
  (1) Specify the information required to be included in a claim;
  (2) Provide a mailing address to which the claim is to be sent;
  (3) State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;
  (4) State that the claim will be barred if not received by the deadline; and
  (5) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 29-704.04 .
(c) A claim against a dissolved limited partnership shall be barred if the requirements of subsection (b) of this section are met and:
  (1) The claim is not received by the specified deadline; or
  (2) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.
(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
D.C. Code § 29-105.10 — DC Code / Title 29 / Chapter 1 / § 29-105.10
§ 29-105.10. Transfer of registration.
Status: in_force

(a) A registered foreign entity that merges into a nonregistered foreign entity or converts to a foreign entity required to register with the Mayor to do business in the District shall deliver to the Mayor for filing an application for transfer of registration. The application shall be signed by the entity and state the:
  (1) Name of the registered foreign entity before merger or conversion;
  (2) Type of entity it was before the merger or conversion;
  (3) Name of the applicant entity and, if the name does not comply with § 29-103.01 , an alternate name adopted pursuant to § 29-105.06(a) ;
  (4) Type of applicant entity and its jurisdiction of formation; and
  (5) Following information regarding the applicant entity or to which it has been converted, if different than the information for the foreign entity before the merger or conversion:
    (A) The street and mailing address of the principal office of the entity and, if the law of the entity’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing address of that office; and
    (B) The information required by § 29-104.04(a) .
(b) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in the District shall be transferred without interruption to the entity into which it has merged or to which it has been converted.
D.C. Code § 29-311.10 — DC Code / Title 29 / Chapter 3 / § 29-311.10
§ 29-311.10. Notice of appraisal rights.
Status: in_force

(a) If any corporate action specified in § 29-311.02(a) is to be submitted to a vote at a shareholders’ meeting, the meeting notice shall state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert appraisal rights under this subchapter. If the corporation concludes that appraisal rights are or may be available, a copy of this subchapter shall accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.
(b) In a merger pursuant to § 29-309.05 , the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. The notice shall be sent within 10 days after the corporate action became effective and include the materials described in § 29-311.12 .
(c) If any corporate action specified in § 29-311.02(a) is to be approved by written consent of the shareholders pursuant to § 29-305.04 , written notice that appraisal rights are, are not, or may be available shall be:
  (1) Sent to each record shareholder from which a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, shall be accompanied by a copy of this subchapter; and
  (2) Delivered together with the notice to nonconsenting and nonvoting shareholders required by § 29-305.04(e) and (f), may include the materials described in § 29-311.12 , and, if the corporation has concluded that appraisal rights are or may be available, shall be accompanied by a copy of this subchapter.
(d) If corporate action described in § 29-311.02(a) is proposed, or a merger pursuant to § 29-309.05 is effected, the notice referred to in subsection (a) or (c) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (b) of this section shall be accompanied by:
  (1) The annual financial statements specified in § 29-313.07(a) of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than 16 months before the date of the notice and shall comply with § 29-313.07(b) ; provided, that if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and
  (2) The latest available quarterly financial statements of such corporation, if any.
(e) The right to receive the information described in subsection (d) of this section may be waived in writing by a shareholder before or after the corporate action.
D.C. Code § 29-305.53 — DC Code / Title 29 / Chapter 3 / § 29-305.53
§ 29-305.53. Stay of proceedings.
Status: in_force

If the corporation commences an inquiry into the allegations made in the demand or complaint, the Superior Court may stay any derivative proceeding for such period as the court consider appropriate.
D.C. Code § 29-201.08 — DC Code / Title 29 / Chapter 2 / § 29-201.08
§ 29-201.08. Alternative means of approval of transactions.
Status: in_force

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders shall satisfy this chapter for approval of the transaction.
D.C. Code § 29-103.03 — DC Code / Title 29 / Chapter 1 / § 29-103.03
§ 29-103.03. Reservation of name.
Status: in_force

(a) A person may reserve the exclusive use of an entity name by delivering an application to the Mayor for filing. The application shall state the name and address of the applicant and the name proposed to be reserved. If the Mayor finds that the entity name applied for is available, the Mayor shall reserve the name for the applicant’s exclusive use for a 120-day period.
(b) The owner of a reserved entity name may transfer the reservation to another person by delivering to the Mayor a signed notice in a record of the transfer which states the name and address of the transferee.
D.C. Code § 29-408.06 — DC Code / Title 29 / Chapter 4 / § 29-408.06
§ 29-408.06. Articles of amendment.
Status: in_force

After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the nonprofit corporation shall deliver to the Mayor, for filing, articles of amendment, which shall set forth:
(1) The name of the corporation;
(2) The text of the amendment adopted;
(3) If the amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with § 29-401.04 ;
(4) The date of the amendment’s adoption; and
(5) If the amendment:
  (A) Was adopted by the incorporators, board of directors, or a designated body without member approval, a statement that the amendment was adopted by the incorporators or by the board of directors or designated body, as the case may be, and that member approval was not required; or
  (B) Required approval by the members, a statement that the amendment was duly approved by the members in the manner required by this chapter and by the articles of incorporation and bylaws.
D.C. Code § 29-305.08 — DC Code / Title 29 / Chapter 3 / § 29-305.08
§ 29-305.08. Conduct of the meeting.
Status: in_force

(a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.
(b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and may establish rules for the conduct of the meeting.
(c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
(d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes, or any revocations or changes thereto, shall be accepted.
D.C. Code § 29-405.02 — DC Code / Title 29 / Chapter 4 / § 29-405.02
§ 29-405.02. Special meeting.
Status: in_force

(a) A membership corporation shall hold a special meeting of members:
  (1) At the call of its board of directors or the persons authorized to do so by the articles of incorporation or bylaws; or
  (2) If the holders of at least 10%, or such other amount up to 25% as the articles of incorporation or bylaws specify, of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more demands in the form of a record for the meeting describing the purpose for which it is to be held.
(b) Unless otherwise provided in the articles of incorporation or bylaws, a demand for a special meeting may be revoked by notice to that effect received by the membership corporation from the members calling the meeting prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
(c) If not otherwise fixed under § 29-405.03 or § 29-405.07 , the record date for determining members entitled to demand a special meeting shall be the date the first member signs a demand.
(d) Except as otherwise provided in subsection (f) of this section, special meetings of the members may be held in or outside of the District at the place stated in or fixed in accordance with the articles of incorporation or bylaws. If no place is stated or fixed in accordance with the articles or bylaws, special meetings shall be held at the corporation’s principal office.
(e) Only business within the purpose or purposes described in the meeting notice required by § 29-405.05(c) may be conducted at a special meeting of the members.
(f) The articles of incorporation or bylaws may provide that a special meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
D.C. Code § 29-1001.08 — DC Code / Title 29 / Chapter 10 / § 29-1001.08
§ 29-1001.08. Relation to restraint of trade and antitrust laws.
Status: in_force

To the extent a limited cooperative association or activities conducted by the association in the District meet the material requirements for other cooperatives entitled to an exemption from or immunity under § 29-937 , the association and its activities shall be entitled to the exemption or immunity. This section shall not create any new exemption or immunity for an association or affect any exemption or immunity provided to a cooperative organized under any other law.
D.C. Code § 29-705.06 — DC Code / Title 29 / Chapter 7 / § 29-705.06
§ 29-705.06. Distribution in kind.
Status: in_force

A partner shall not have a right to demand or receive any distribution from a limited partnership in any form other than money. Subject to § 29-708.09(b) , a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.
D.C. Code § 29-922 — DC Code / Title 29 / Chapter 9 / § 29-922
§ 29-922. Limitations upon the return on capital.
Status: in_force

(a) The return upon capital shall not exceed 6% per annum upon the paid-up capital and shall be noncumulative.
(b) Total return upon capital distributed for any single period shall not exceed 50% of the net savings for that period.
D.C. Code § 29-412.03 — DC Code / Title 29 / Chapter 4 / § 29-412.03
§ 29-412.03. Articles of dissolution.
Status: in_force

(a) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the Mayor for filing articles of dissolution setting forth:
  (1) The name of the corporation;
  (2) The date dissolution was authorized; and
  (3) That the dissolution was approved in the manner required by this chapter and by the articles of incorporation and bylaws.
(b) A nonprofit corporation shall be dissolved upon the effective date of its articles of dissolution.
(c) For purposes of this part, the term “dissolved corporation” means a nonprofit corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
D.C. Code § 29-809.04 — DC Code / Title 29 / Chapter 8 / § 29-809.04
§ 29-809.04. Filings required for merger; effective date.
Status: in_force

(a) After each constituent company has approved a merger, articles of merger shall be signed on behalf of each constituent company, as provided in § 29-802.03(a) .
(b) Articles of merger under this section shall include:
  (1) The name of each constituent company and the jurisdiction of its governing statute;
  (2) The name of the surviving company, the jurisdiction of its governing statute, and, if the surviving company is created by the merger, a statement to that effect;
  (3) The date the merger is effective under the governing statute of the surviving company;
  (4) If the surviving company is to be created by the merger, the company’s certificate of organization;
  (5) If the surviving company preexists the merger, any amendments provided for in the plan of merger for its certificate of organization;
  (6) A statement as to each constituent company that the merger was approved as required by the company’s governing statute;
  (7) If the surviving company is a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.05(b) ; and
  (8) Any additional information required by the governing statute of any constituent company.
(c) Each constituent company shall deliver the articles of merger for filing with the Mayor.
(d) A merger shall be effective under this chapter upon the later of:
  (1) Compliance with subsection (c) of this section; or
  (2) Subject to § 29-802.05(c) and subchapter II of Chapter 2 of this title , as specified in the articles of merger.
D.C. Code § 29-304.03 — DC Code / Title 29 / Chapter 3 / § 29-304.03
§ 29-304.03. Issued and outstanding shares.
Status: in_force

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued shall be outstanding shares until they are reacquired, redeemed, converted, or canceled.
(b) The reacquisition, redemption, or conversion of outstanding shares shall be subject to the limitations of subsection (c) of this section and to § 29-304.60 .
(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
D.C. Code § 29-1107 — DC Code / Title 29 / Chapter 11 / § 29-1107
§ 29-1107. Statement of authority as to real property.
Status: in_force

(a) For the purposes of this section, the term “statement of authority” means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association.
(b) An interest in real property held in the name of an unincorporated nonprofit association may be transferred by a person authorized to do so in a statement of authority filed by the association with the Mayor.
(c) A statement of authority shall set forth:
  (1) The name of the unincorporated nonprofit association;
  (2) The address in the District, including the street address, if any, of the association, or, if the association does not have an address in the District, its out-of-state address;
  (3) That the association is an unincorporated nonprofit association; and
  (4) The name, title, or position of a person authorized to transfer an interest in real property held in the name of the association.
(d) A statement of authority shall be executed in the same manner as a deed by a person other than the person authorized in the statement to transfer the interest.
(e) A document effecting an amendment, revocation, or cancellation of a statement of authority, or stating that the statement is unauthorized or erroneous, shall meet the requirements for execution and filing of an original statement.
(f) Unless canceled earlier, a filed statement of authority and its most recent amendment shall expire 5 years after the date of the most recent filing.
(g) If the record title to real property is in the name of an unincorporated nonprofit association and the statement of authority is delivered to the Mayor for filing, the authority of the person named in the statement to transfer shall be conclusive in favor of a person that gives value without notice that the person lacks authority.
D.C. Code § 29-408.40 — DC Code / Title 29 / Chapter 4 / § 29-408.40
§ 29-408.40. Approval by third persons.
Status: in_force

(a) The articles of incorporation may require that an amendment to the articles be approved in the form of a record by a specified person or group of persons in addition to the board of directors and members.
(b) The articles of incorporation or bylaws may require that an amendment to the bylaws be approved in the form of a record by a specified person or group of persons in addition to the board of directors and members.
(c) A requirement in the articles of incorporation or bylaws described in subsection (a) or (b) of this section shall only be amended with the approval in the form of a record of the specified person or group of persons.
D.C. Code § 29-1007.01 — DC Code / Title 29 / Chapter 10 / § 29-1007.01
§ 29-1007.01. Authority.
Status: in_force

For the purposes of this subchapter, the term “marketing contract” means a contract between a limited cooperative association and another person, that need not be a patron member:
(1) Requiring the other person to sell, or deliver for sale or marketing on the person’s behalf, a specified part of the person’s products, commodities, or goods exclusively to or through the association or any facilities furnished by the association; or
(2) Authorizing the association to act for the person in any manner with respect to the products, commodities, or goods.
D.C. Code § 29-1204.03 — DC Code / Title 29 / Chapter 12 / § 29-1204.03
§ 29-1204.03. Duties of trustee in series trust.
Status: in_force

If there is at least one trustee of a series trust that, in discharging its duties, is obligated to consider the interests of the trust and all series thereof, the governing instrument may provide that one or more other trustees, in discharging their duties, may consider only the interests of the trust or one or more series thereof.
D.C. Code § 29-702.01 — DC Code / Title 29 / Chapter 7 / § 29-702.01
§ 29-702.01. Formation of limited partnership; certificate of limited partnership.
Status: in_force

(a) In order for a limited partnership to be formed, a certificate of limited partnership shall be delivered to the Mayor for filing. The certificate shall state:
  (1) The name of the limited partnership, which shall comply with §§ 29-103.01 and 29-103.02(d) ;
  (2) The information required by § 29-104.04 ;
  (3) The name and the street and mailing address of each general partner and the limited partnership’s principal office;
  (4) Whether the limited partnership is a limited liability limited partnership; and
  (5) Any additional information required by subchapter X of this chapter .
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 29-701.07(b) in a manner inconsistent with that section.
(c) If there has been substantial compliance with subsection (a) of this section, subject to subchapter II of Chapter 1 of this title , a limited partnership is formed when:
  (1) The certificate of limited partnership has become effective:
  (2) At least 2 persons have become partners;
  (3) At least one person has become a general partner; and
  (4) At least one person has become a limited partner.
(d) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title :
  (1) The partnership agreement shall prevail as to partners and transferees; and
  (2) The filed document shall prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
D.C. Code § 29-306.11 — DC Code / Title 29 / Chapter 3 / § 29-306.11
§ 29-306.11. 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 § 29-1203.07 — DC Code / Title 29 / Chapter 12 / § 29-1203.07
§ 29-1203.07. Power to hold property; title to trust property.
Status: in_force

A statutory trust may hold or take title to property in its own name or in the name of a trustee in the trustee’s capacity as trustee, whether in an active, passive, or custodial capacity.
D.C. Code § 29-1203.06 — DC Code / Title 29 / Chapter 12 / § 29-1203.06
§ 29-1203.06. Duration.
Status: in_force

(a) Except as otherwise provided in its certificate of trust, a statutory trust:
  (1) Has perpetual duration; and
  (2) May not be terminated or revoked except in accordance with this chapter or the terms of the trust’s certificate of trust.
(b) A series of a statutory trust may not be terminated or revoked except in accordance with this chapter or the terms of the governing instrument.
(c) The death, incapacity, dissolution, termination, or bankruptcy of a beneficial owner , trustee, or person designated under § 29-1201.03(e)(8) or (9) does not result in the termination or dissolution of a statutory trust or any series thereof.
(d) A statutory trust or any series thereof shall not terminate because the same person is the sole trustee and sole beneficial owner.
D.C. Code § 29-605.02 — DC Code / Title 29 / Chapter 6 / § 29-605.02
§ 29-605.02. Partner’s transferable interest in partnership.
Status: in_force

Except as otherwise provided in subchapter IX of this chapter or Chapter 2 of this title , the only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest of a partner, whether or not transferable, shall be personal property.
D.C. Code § 29-306.58 — DC Code / Title 29 / Chapter 3 / § 29-306.58
§ 29-306.58. Variation by corporate action; application of part.
Status: in_force

(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with § 29-306.51 or advance funds to pay for or reimburse expenses in accordance with § 29-306.53 . Any such obligatory provision shall satisfy the requirements for authorization referred to in § 29-306.53(c) and in § 29-306.55(c) . Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law obligates the corporation to advance funds to pay for or reimburse expenses in accordance with § 29-306.53 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor shall be a party, existing at the time the merger takes effect, shall be governed by § 29-309.07(a)(4) .
(c) A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.
(d) This part shall not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party.
(e) This part shall not limit a corporation’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
D.C. Code § 29-1003.03 — DC Code / Title 29 / Chapter 10 / § 29-1003.03
§ 29-1003.03. Organization of limited cooperative association.
Status: in_force

(a) After a limited cooperative association is formed:
  (1) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association; or
  (2) If initial directors are not named in the articles of organization, the organizers shall designate the initial directors and call a meeting of the initial directors to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association.
(b) Unless the articles of organization otherwise provide, the initial directors may cause the limited cooperative association to accept members, including those necessary for the association to begin business.
(c) Initial directors need not be members.
(d) An initial director shall serve until a successor is elected and qualified at a members meeting or the director is removed, resigns, is adjudged incompetent, or dies.
D.C. Code § 29-312.06 — DC Code / Title 29 / Chapter 3 / § 29-312.06
§ 29-312.06. Known claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.
(b) The written notice shall:
  (1) Describe information that must be included in a claim;
  (2) Provide a mailing address where a claim may be sent;
  (3) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
  (4) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation shall be barred if a claimant:
  (1) That was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or
  (2) Whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, the term “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
D.C. Code § 29-602.03 — DC Code / Title 29 / Chapter 6 / § 29-602.03
§ 29-602.03. Partnership property.
Status: in_force

Property acquired by a partnership shall be property of the partnership and not of the partners individually.
D.C. Code § 29-1207.04 — DC Code / Title 29 / Chapter 12 / § 29-1207.04
§ 29-1207.04. Filings required for merger; effective date.
Status: in_force

(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of each:
  (1) Constituent statutory trust, by one or more trustees or other authorized representative; and
  (2) Other constituent organization, by an authorized representative.
(b) Articles of merger under this section shall include:
  (1) The name and form of each constituent organization and the jurisdiction of its governing law;
  (2) The name and form of the surviving organization, the jurisdiction of its governing law, and, if the surviving organization is created by the merger, a statement to that effect;
  (3) If the surviving organization is to be created by the merger:
    (A) If it will be a statutory trust, the trust’s certificate of trust; or
    (B) If it will be an organization other than a statutory trust, the organizational document that creates the organization;
  (4) If the surviving organization preexisted the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
  (5) A statement as to each constituent organization that the merger was approved as required by the organization’s governing law;
  (6) If the surviving organization is a foreign organization not authorized to do business in the District, the street and mailing address of an office that the Mayor may use for the purposes of § 29-1207.05(b) ; and
  (7) Any additional information required by the governing law of any constituent organization.
(c) The articles of merger shall be delivered to the office of the Mayor for filing.
(d) A merger shall be effective under this chapter:
  (1) If the surviving organization is a statutory trust, upon the later of:
    (A) Filing of the articles of merger by the Mayor; or
    (B) Subject to § 29-102.03 , as specified in the articles of merger; or
  (2) If the surviving organization is not a statutory trust, as provided by the governing law of the surviving organization[.]
D.C. Code § 29-102.13 — DC Code / Title 29 / Chapter 1 / § 29-102.13
§ 29-102.13. Establishment of Corporate Recordation Fund; disposition of entity filing fees.
Status: in_force

(a) There is established as a special fund the Corporate Recordation Fund ("Fund"), which shall be administered by the Department of Licensing and Consumer Protection in accordance with subsection (b) of this section. The Fund shall be credited with all fees:
  (1) That are identified in § 29-102.12 that are collected for Chapters 10, 12, and 13;
  (2) That are identified as expedited fees and the fees collected for the enforcement of Chapters 10, 12, and 13; and
  (3) Collected for the processing of corporate filings, including renewals, fines, and option service fees.
(b) Revenue credited to the Fund shall be expended by the Department of Licensing and Consumer Protection for the purposes of maintaining and upgrading the corporate filing system, including copying fees, automation upgrades, personnel costs, and supplies.
(b-1) Any money remaining available in the Fund at the end of a fiscal year, as determined by the Chief Financial Officer in the fiscal year-end close, shall be transferred to the unassigned fund balance of the General Fund of the District of Columbia as part of the fiscal year-end close.
(c) Fees and charges payable to the Mayor shall be paid at the time of presenting a document for filing or making a request for information for which a fee or charge is payable.
(d) Overpayments and duplicate and erroneous payments shall be refunded. A mere change of purpose after the payment of money, as when a party desires to withdraw a filing, shall not entitle a party to a refund.
(e) Except noted under subsection (d) of this section, all other fees shall be deemed processing fees and shall be nonrefundable.
(f) The Mayor may cancel a processed filing due to nonpayment.
D.C. Code § 29-1014.02 — DC Code / Title 29 / Chapter 10 / § 29-1014.02
§ 29-1014.02. Member approval of other disposition of assets.
Status: in_force

A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in § 29-1014.01 , shall require approval of the association’s members under §§ 29-1014.03 and 29-1014.04 if the disposition leaves the association without significant continuing business activity.
D.C. Code § 29-406.90 — DC Code / Title 29 / Chapter 4 / § 29-406.90
§ 29-406.90. Immunity from civil liability for volunteer of corporation.
Status: in_force

(a) For the purposes of this section, the term “volunteer” means an officer, director, trustee, or other person who performs services for the corporation and who does not receive compensation other than reimbursement of expenses for those services.
(b) Any person who serves as a volunteer of the corporation shall be immune from civil liability except if the injury or damage was a result of:
  (1) The willful misconduct of the volunteer;
  (2) A crime, unless the volunteer had reasonable cause to believe that the act was lawful;
  (3) A transaction that resulted in an improper personal benefit of money, property, or service to the volunteer; or
  (4) An act or omission that is not in good faith and is beyond the scope of authority of the corporation pursuant to this chapter or the corporate charter.
(c) This section shall apply only if the corporation maintains liability insurance with a limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence. This subsection shall not apply to any corporation having annual total functional expenses, exclusive of grants and allocations, of less than $100,000, and which is exempt from federal taxation under section 501(c)(3) of the Internal Revenue Code of 1986.
(d) This section shall not exempt the corporation from liability for the conduct of the volunteer, but the corporation shall be liable only to the extent of the applicable limit of insurance coverage it maintains.
D.C. Code § 29-1012.09 — DC Code / Title 29 / Chapter 10 / § 29-1012.09
§ 29-1012.09. Other claims against dissolved limited cooperative association.
Status: in_force

(a) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.
(b) A notice under subsection (a) of this section shall:
  (1) Be published at least once in a newspaper of general circulation in the District or, if the association does not have a principal office in the District, in the state and county in which the association’s principal office is or was last located;
  (2) Describe the information required to be contained in a claim and provide an address to which the claim is to be sent; and
  (3) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than 3 years after publication of the notice.
(c) If a dissolved limited cooperative association publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants shall be barred unless the claimant commences an action to enforce the claim not later than 3 years after the first publication date of the notice:
  (1) A claimant that did not receive, notice in a record under § 29-1012.08 ;
  (2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution; and
  (3) A claimant whose claim was timely sent to the company but not acted on.
(d) A claim not barred under this section or § 29-1012.08 may be enforced:
  (1) Against a dissolved limited cooperative association, to the extent of its undistributed assets; or
  (2) If, except as otherwise provided in § 29-1012.10 , the assets of the association have been distributed after dissolution against a member or holder of financial rights to the extent of that person’s proportionate share of the claim or the assets distributed to the person after dissolution, whichever is less; however, a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.
D.C. Code § 29-608.09 — DC Code / Title 29 / Chapter 6 / § 29-608.09
§ 29-608.09. Other claims against dissolved limited liability partnership.
Status: in_force

(a) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.
(b) A notice under subsection (a) of this section must:
  (1) Be published at least once in a newspaper of general circulation in the District of Columbia, or, if the principal office is not located in the District of Columbia, in the appropriate court where the partnership’s principal office is or was last located;
  (2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;
  (3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than 3 years after publication of the notice; and
  (4) Unless the partnership has been throughout its existence a limited liability partnership, state that if a claim against the partnership is barred, any corresponding claim against any partner or person dissociated as a partner which is based on § 29-603.06 is also barred.
(c) If a dissolved limited liability partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than 3 years after the publication date of the notice:
  (1) A claimant that did not receive notice in a record under § 29-608.08 ;
  (2) A claimant whose claim was timely sent to the partnership but not acted on; and
  (3) A claimant whose claim is contingent on or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section or § 29-608.08(c) may be enforced as follows:
  (1) Against a dissolved limited liability partnership, a claim may be enforced to the extent of its undistributed assets;
  (2) Except as otherwise provided in § 29-608.10(d) , if assets of the partnership have been distributed after dissolution, a claim may be enforced against a partner or transferee to the extent of that person’s proportionate share of the claim or of the partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and
  (3) A claim may be enforced against any person liable on the claim under § 29-603.06 , 29-607.03, or 29-608.06.
D.C. Code § 29-201.01 — DC Code / Title 29 / Chapter 2 / § 29-201.01
§ 29-201.01. Short title.
Status: in_force

This chapter may be cited as the “Entity Transactions Act of 2010”.