D.C. Code § 29-202.03 — DC Code / Title 29 / Chapter 2 / § 29-202.03
§ 29-202.03. Approval of merger.
Status: in_force

(a) A plan of merger shall not be effective unless it has been approved:
  (1) By a domestic merging entity:
    (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of:
      (i) In the case of an entity that is not a business corporation, a merger; or
      (ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or
    (B) If its organic law or organic rules do not provide for approval of a merger described in subparagraph (A)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
  (2) In a record, by each interest holder of a domestic merging entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
    (A) The organic rules of the entity provide in a record for the approval of an merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and
    (B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A merger under this chapter involving a foreign merging is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
D.C. Code § 29-701.10 — DC Code / Title 29 / Chapter 7 / § 29-701.10
§ 29-701.10. Required information.
Status: in_force

A limited partnership shall maintain at its principal office the following information:
(1) A current list in a record showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) A copy of any articles of merger filed under subchapter X of this chapter and of any statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title ;
(4) A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years;
(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) A copy of any financial statement of the limited partnership for the 3 most recent years;
(7) A copy of the 3 most recent biennial reports delivered by the limited partnership to the Mayor pursuant to § 29-102.11 ;
(8) A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) Unless contained in a partnership agreement made in a record, a record stating:
  (A) A description of the agreed value of contributions other than money made and agreed to be contributed by each partner;
  (B) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
  (C) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
  (D) Any events upon the happening of which the limited partnership is to be dissolved and its activities or affairs wound up.
D.C. Code § 29-916 — DC Code / Title 29 / Chapter 9 / § 29-916
§ 29-916. Voting provisions — Application to voting by mail or electronic mail.
Status: in_force

If the articles or bylaws have provided for voting by mail or by electronic mail, any provision of this chapter referring to votes cast by the members must be construed to include the votes cast by mail or by electronic mail.
D.C. Code § 29-204.04 — DC Code / Title 29 / Chapter 2 / § 29-204.04
§ 29-204.04. Amendment or abandonment of plan of conversion.
Status: in_force

(a) A plan of conversion of a domestic converting entity may be amended:
  (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 conversion is 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 converting entity under the plan;
    (B) The public organic record or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted 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 conversion has been approved by a domestic converting entity and before a statement of conversion 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 conversion is abandoned after a statement of conversion has been delivered to the Mayor for filing and before the statement of conversion becomes effective, a statement of abandonment, signed on behalf of the entity, shall be delivered to the Mayor for filing before the time the statement of conversion becomes effective. The statement of abandonment shall be effective upon filing by the Mayor, and the conversion shall be abandoned and shall not become effective. The statement of abandonment shall contain:
  (1) The name of the converting entity;
  (2) The date on which the statement of conversion was filed; and
  (3) A statement that the conversion has been abandoned in accordance with this section.
D.C. Code § 29-407.04 — DC Code / Title 29 / Chapter 4 / § 29-407.04
§ 29-407.04. Articles of domestication.
Status: in_force

(a) Articles of domestication shall be signed on behalf of the domesticating corporation by any officer or other duly authorized representative. The articles shall set forth:
  (1) The name and jurisdiction of incorporation of the domesticating corporation;
  (2) The name and jurisdiction of incorporation of the domesticated entity; and
  (3) If the domesticating corporation is a domestic nonprofit corporation, a statement that the plan of domestication was approved in accordance with this subtitle [subchapter] or, if the domesticating corporation is a foreign nonprofit corporation, a statement that the domestication was approved in accordance with the law of its jurisdiction of incorporation.
(b) If the domesticated corporation is a domestic nonprofit corporation, the articles of domestication shall either contain all of the provisions that § 29-402.02(a) requires to be set forth in articles of incorporation and any other desired provisions that § 29-402.02(b) and (c) permits to be included in articles of incorporation, or must have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domesticated corporation shall be included. The name of the domesticated corporation shall satisfy the requirements of § 29-103.01 .
(c) The articles of domestication shall be delivered to the Mayor for filing and take effect at the effective time provided in § 29-102.03 .
(d) If the domesticating corporation is a registered foreign nonprofit corporation, its certificate of registration shall be canceled automatically on the effective date of its domestication.
D.C. Code § 29-312.05 — DC Code / Title 29 / Chapter 3 / § 29-312.05
§ 29-312.05. Effect of dissolution.
Status: in_force

(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except that appropriate to wind up and liquidate its business and affairs, including:
  (1) Collecting its assets;
  (2) Disposing of its properties that will not be distributed in kind to its shareholders;
  (3) Discharging or making provision for discharging its liabilities;
  (4) Distributing its remaining property among its shareholders according to their interests; and
  (5) Doing every other act necessary to wind up and liquidate its activities and affairs.
(b) Dissolution of a corporation shall not:
  (1) Transfer title to the corporation’s property;
  (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;
  (3) Subject its directors or officers to standards of conduct different from those prescribed in subchapter VI of this chapter ;
  (4) Change:
    (A) Quorum or voting requirements for its board of directors or shareholders;
    (B) Provisions for selection, resignation, or removal of its directors or officers, or both;
    (C) Provisions for amending its bylaws;
  (5) Prevent commencement of a proceeding by or against the corporation in its corporate name;
  (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
  (7) Terminate the authority of the registered agent of the corporation.
D.C. Code § 29-1201.04 — DC Code / Title 29 / Chapter 12 / § 29-1201.04
§ 29-1201.04. Mandatory rules.
Status: in_force

The governing instrument shall not:
(1) Vary any requirement, procedure, or other provision of this title pertaining to:
  (A) Registered agents; or
  (B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this title;
(2) Vary the governing law under § 29-1203.01 ;
(3) Negate the exclusion of a predominantly donative purpose under § 29-1203.03 ;
(4) Vary the provisions pertaining to series trusts in §§ 29-1204.01 , 29-1204.02(b) or (c), 29-1204.03 , and 29-1204.04(c) ;
(5) Vary the standards of conduct for trustees under § 29-1205.05 , but the governing instrument may prescribe the standards by which good faith, best interests of the statutory trust, and care that a person in a similar position would reasonably believe appropriate under similar circumstances are determined, if the standards are not manifestly unreasonable;
(6) Vary the liability under § 29-1205.06 of a trustee or other person; but the governing instrument may prescribe the standards for assessing whether the reliance was reasonable, if the standards are not manifestly unreasonable;
(7) Restrict the right of a trustee to information under § 29-1205.08 , but the governing instrument may prescribe the standards for assessing whether information is reasonably related to the trustee’s discharge of the trustee’s duties as trustee, if the standards are not manifestly unreasonable;
(8) Vary the prohibition under § 29-1205.09 of indemnification, advancement of expenses, or exoneration for conduct involving bad faith, willful misconduct, or reckless indifference;
(9) Vary the obligation of a trustee under § 29-1205.10(c) not to follow a direction that is manifestly contrary to the terms of the governing instrument or would constitute a serious breach of fiduciary duty by the trustee;
(10) Vary the provisions pertaining to the transfer of a beneficial interest and the power of the Superior Court under § 29-1206.06(b) through (d);
(11) Restrict the right of a beneficial owner to information under § 29-1206.08 , but the governing instrument may prescribe the standards for assessing whether information is reasonably related to the beneficial owner’s interest, if the standards are not manifestly unreasonable;
(12) Restrict the right of a beneficial owner to bring an action under § 29-1206.09 or 29-1206.10, but the governing instrument may subject the right to additional standards and restrictions, including a requirement that beneficial owners owning a specified amount or type of beneficial interest, including in a series trust an interest in the series, join in bringing the action, if the additional standards and restrictions are not manifestly unreasonable;
(13) Vary the right of a beneficial owner under Chapter 2 of this title to approve a merger, interest exchange, conversion, or domestication;
(14) Vary the provisions of Subchapter [subchapter] VIII of this chapter;
(15) Vary the provisions relating to foreign statutory trusts in subchapter V of Chapter 1 of this title ;
(16) Vary the miscellaneous provisions in subchapter VII of Chapter 1 of this title ;
(17) Vary the rules under § 29-1206.14 , if a statutory trust appoints a special litigation committee;
(18) Vary the provision pertaining to the duration of a statutory trust under § 29-1203.06(a) ;
(19) Vary the capacity of a statutory trust under § 29-1203.08 to sue and be sued in its own name; or
(20) Restrict the rights under this chapter of a person other than a trustee, person designated under § 29-1201.03(e)(8) and (9), or beneficial owner.
D.C. Code § 29-304.28 — DC Code / Title 29 / Chapter 3 / § 29-304.28
§ 29-304.28. Expense of issue.
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
D.C. Code § 29-406.51 — DC Code / Title 29 / Chapter 4 / § 29-406.51
§ 29-406.51. Permissible indemnification.
Status: in_force

(a) Except as otherwise provided in this section, a nonprofit corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:
  (1) The individual:
    (A) Acted in good faith;
    (B) Reasonably believed:
      (i) In the case of conduct in an official capacity, that the conduct was in the best interests of the corporation; and
      (ii) In all other cases, that the individual’s conduct was at least not opposed to the best interests of the corporation; and
    (C) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; or
  (2) The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by § 29-402.02(b)(7) .
(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and the beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(1)(B)(ii) of this section.
(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(d) Unless ordered by a court under § 29-406.54(a)(3) , a nonprofit corporation shall not indemnify a director:
  (1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or
  (2) In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in an official capacity.
D.C. Code § 29-806.02 — DC Code / Title 29 / Chapter 8 / § 29-806.02
§ 29-806.02. Events causing dissociation.
Status: in_force

A person shall be dissociated as a member from a limited liability company when:
(1) The company has notice of the person’s express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date;
(2) An event stated in the operating agreement as causing the person’s dissociation occurs;
(3) The person is expelled as a member pursuant to the operating agreement;
(4) The person is expelled as a member by the unanimous consent of the other members if:
  (A) It is unlawful to carry on the company’s activities and affairs with the person as a member;
  (B) There has been a transfer of all of the person’s transferable interest in the company, other than:
    (i) A transfer for security purposes; or
    (ii) A charging order in effect under § 29-805.03 which has not been foreclosed;
  (C) The person is a corporation and, within 90 days after the company notifies the person that it will be expelled as a member because the person has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution has not been revoked or its charter or right to conduct business has not been reinstated; or
  (D) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;
(5) On application by the company, the person is expelled as a member by judicial order because the person has:
  (A) Engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company’s activities and affairs;
  (B) Willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person’s duties or obligations under § 29-804.09 ; or
  (C) Engaged in, or is engaging, in conduct relating to the company’s activities which makes it not reasonably practicable to carry on the activities with the person as a member;
(6) In the case of a person who is an individual:
  (A) The person dies; or
  (B) In a member-managed limited liability company:
    (i) A guardian or general conservator for the person is appointed; or
    (ii) There is a judicial order that the person has otherwise become incapable of performing the person’s duties as a member under this chapter or the operating agreement;
(7) In a member-managed limited liability company, the person:
  (A) Becomes a debtor in bankruptcy;
  (B) Executes an assignment for the benefit of creditors; or
  (C) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property;
(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of a trust, the trust’s entire transferable interest in the company is distributed;
(9) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the company is distributed;
(10) In the case of a member that is not an individual, unincorporated entity, corporation, trust, or estate, the termination of the member;
(11) The company participates in a merger under subchapter IX of this chapter or transaction under Chapter 2 of this title , if:
  (A) The company is not the surviving entity; or
  (B) Otherwise as a result of the merger, the person ceases to be a member;
(12) The company participates in a domestication under subchapter IX of this chapter , if, as a result of the domestication, the person ceases to be a member;
(13) The company participates in an interest exchange under Chapter 2 of this title and, as a result of the interest exchange, the person ceases to be a member;
(14) The person’s entire interest is transferred in a foreclosure sale under § 29-805.03(f) ; or
(15) The company dissolves and completes winding up.
D.C. Code § 29-1008.23 — DC Code / Title 29 / Chapter 10 / § 29-1008.23
§ 29-1008.23. Resignation and removal of officers.
Status: in_force

(a) The board of directors may remove an officer at any time with or without cause.
(b) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation shall be effective when the notice is given.
D.C. Code § 29-104.02 — DC Code / Title 29 / Chapter 1 / § 29-104.02
§ 29-104.02. Entities required to designate and maintain registered agent.
Status: in_force

The following shall designate and maintain a registered agent in the District:
(a) (1) A domestic filing entity;
  (2) A domestic limited liability partnership; and
  (3) A registered foreign entity.
D.C. Code § 29-1004.02 — DC Code / Title 29 / Chapter 10 / § 29-1004.02
§ 29-1004.02. Notice and action on amendment of organic rules.
Status: in_force

(a) Except as otherwise provided in §§ 29-1004.01(a) and 29-1004.05(f) , the organic rules of a limited cooperative association shall be amended only at a members meeting. An amendment may be proposed by either:
  (1) A majority of the board of directors, or a greater percentage if required by the organic rules; or
  (2) One or more petitions signed by at least 10% of the patron members or at least 10% of the investor members.
(b) The board of directors shall call a members meeting to consider an amendment proposed pursuant to subsection (a) of this section. The meeting shall be held not later than 90 days following the proposal of the amendment by the board or receipt of a petition. The board shall mail or otherwise transmit or deliver in a record to each member:
  (1) The proposed amendment, or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member;
  (2) A recommendation that the members approve the amendment or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis for that determination;
  (3) A statement of any condition of the board’s submission of the amendment to the members; and
  (4) Notice of the meeting at which the proposed amendment will be considered, which shall be given in the same manner as notice for a special meeting of members.
D.C. Code § 29-804.04 — DC Code / Title 29 / Chapter 8 / § 29-804.04
§ 29-804.04. Sharing of and right to distributions before dissolution.
Status: in_force

(a) Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under § 29-805.02 and any charging order in effect under § 29-805.03 .
(b) A person shall have a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person’s dissociation shall not entitle the person to a distribution.
(c) A person shall not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in § 29-807.05(c) , a limited liability company may distribute an asset in kind 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 member or transferee becomes entitled to receive a distribution, the member or transferee shall have the status of, and shall be entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company’s obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
D.C. Code § 29-709.01 — DC Code / Title 29 / Chapter 7 / § 29-709.01
§ 29-709.01. Direct action by partner.
Status: in_force

(a) Subject to subsection (b) of this section, a partner may maintain a direct action in the Superior Court against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities and affairs, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner commencing a direct action under this section shall be required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section shall be governed by other law. A right to an accounting upon a dissolution and winding up shall not revive a claim barred by law.
D.C. Code § 29-1006.03 — DC Code / Title 29 / Chapter 10 / § 29-1006.03
§ 29-1006.03. Transferability of member’s interest.
Status: in_force

(a) The provisions of this chapter relating to the transferability of a member’s interest shall be subject to Subtitle I of Title 28 .
(b) Unless the organic rules otherwise provide, a member’s interest other than financial rights shall not be transferable.
(c) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer its financial rights in the limited cooperative association.
(d) The terms of any restriction on transferability of financial rights shall be:
  (1) Set forth in the organic rules and the member records of the association; and
  (2) Conspicuously noted on any certificates evidencing a member’s interest.
(e) A transferee of a member’s financial rights, to the extent the rights are transferred, shall have the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.
(f) A transferee of a member’s financial rights shall not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.
(g) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.
(h) A transfer of a member’s financial rights in violation of a restriction on transfer contained in the organic rules shall be ineffective as to a person having notice of the restriction at the time of transfer.
D.C. Code § 29-1205.12 — DC Code / Title 29 / Chapter 12 / § 29-1205.12
§ 29-1205.12. Independent trustee in registered investment company.
Status: in_force

(a) For the purposes of this section, the term “affiliated person” and “interested person” have the meanings as provided in section 2(3) and (19) of the Investment Company Act of 1940, (54 Stat. 790; 15 U.S.C. § 80a-2(3) and (19)), and any regulations issued thereunder.
(b) If a statutory trust is registered as an investment company under the Investment Company Act of 1940, approved August 22, 1940 (54 Stat. 789; 15 U.S.C. § 80a-1 et seq.), or any successor statute and any regulations issued thereunder, a trustee shall be an independent trustee for all purposes under this chapter if the trustee shall is not an [sic] interested person of the trust. The receipt of compensation both for service as an independent trustee of the trust and for service as an independent trustee of one or more other investment companies managed by a single investment adviser or an affiliated person of an investment adviser, shall not affect the status of the trustee as an independent trustee under this section.
D.C. Code § 29-1012.06 — DC Code / Title 29 / Chapter 10 / § 29-1012.06
§ 29-1012.06. Winding up.
Status: in_force

(a) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in § 29-1012.07 , continue after dissolution only for the purpose of winding up.
(b) In winding up a limited cooperative association’s activities, the board of directors:
  (1) Shall discharge its liabilities, settle and close its activities, and marshal and distribute its assets; and
  (2) May:
    (A) Preserve the association or its property as a going concern for no more than a reasonable time;
    (B) Prosecute and defend actions and proceedings;
    (C) Settle disputes by mediation or arbitration;
    (D) Deliver to the Mayor for filing a statement of termination stating the name of the company and that the company is terminated;
    (E) Transfer the association’s property; and
    (F) Perform other acts necessary or appropriate to the winding up.
(c) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, the Superior Court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association’s activities, if:
  (1) After a reasonable time, the association has not wound up its activities; or
  (2) The applicant establishes other good cause.
(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the Mayor for filing an amendment to the articles of organization to reflect the appointment.
D.C. Code § 29-1012.05 — DC Code / Title 29 / Chapter 10 / § 29-1012.05
§ 29-1012.05. Voluntary dissolution by the board and members.
Status: in_force

(a) Except as otherwise provided in § 29-1012.04 , for a limited cooperative association to voluntarily dissolve:
  (1) A resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;
  (2) The board of directors shall call a members meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and
  (3) The board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with § 29-1005.08 :
    (A) The resolution required by paragraph (1) of this subsection;
    (B) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis of that determination; and
    (C) Notice of the members meeting, which shall be given in the same manner as notice of a special meeting of members.
(b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by:
  (1) At least 2/3 of the voting power of members present at a members meeting called under subsection (a)(2) of this section; and
  (2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.
(c) The organic rules may require that the percentage of votes under subsection (b)(1) of this section shall be:
  (1) A different percentage that is not less than a majority of members voting at the meeting; or
  (2) Measured against the voting power of all members; or
  (3) A combination of paragraphs (1) and (2) of this subsection.
D.C. Code § 29-311.02 — DC Code / Title 29 / Chapter 3 / § 29-311.02
§ 29-311.02. Right to appraisal.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, a shareholder shall be entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions:
  (1) Consummation of a merger to which the corporation is a party:
    (A) If shareholder approval is required for the merger by § 29-309.04 and the shareholder is entitled to vote on the merger, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger; or
    (B) If the corporation is a subsidiary and the merger is governed by § 29-309.05 ;
  (2) Consummation of a share exchange in which the corporation is the acquired corporation if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;
  (3) Consummation of a disposition of assets pursuant to § 29-310.02 if the shareholder is entitled to vote on the disposition;
  (4) An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;
  (5) Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors;
  (6) Consummation of a domestication if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the corporation, as the shares held by the shareholder before the domestication; or
  (7) Consummation of a conversion of the corporation to a different form of entity under Chapter 2 of this title .
(b) Notwithstanding subsection (a) of this section, the availability of appraisal rights under subsection (a)(1), (2), (3), (4), and (6) of this section shall be limited in accordance with the following provisions:
  (1) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:
    (A) A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, approved May 27, 1933 (48 Stat. 85; 15 U.S.C. § 77r);
    (B) Traded in an organized market and has at least 2,000 shareholders and a market value of at least $20 million, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10% of such shares; or
    (C) Issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, approved August 22, 1940 (54 Stat. 789; 15 U.S.C. § 80a-1 et seq.), and may be redeemed at the option of the holder at net asset value.
  (2) The applicability of paragraph (1) of this subsection shall be determined as of:
    (A) The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or
    (B) The day before the effective date of such corporate action if there is no meeting of shareholders.
  (3) Paragraph (1) of this subsection shall not be applicable and appraisal rights are available pursuant to subsection (a) of this section for the holders of any class or series of shares that are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in paragraph (1) of this subsection at the time the corporate action becomes effective.
  (4) Paragraph (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares if the corporate action is an interested transaction.
D.C. Code § 29-705.09 — DC Code / Title 29 / Chapter 7 / § 29-705.09
§ 29-705.09. Liability for improper distributions.
Status: in_force

(a) A general partner that consents to a distribution made in violation of § 29-705.08 shall be personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with § 29-704.08 .
(b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of § 29-705.08 shall be personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under § 29-705.08 .
(c) A general partner against which an action is commenced under subsection (a) of this section may implead in the action any:
  (1) Other person that is liable under subsection (a) of this section and compel contribution from the person; and
  (2) Person that received a distribution in violation of subsection (b) of this section and compel contribution from the person in the amount the person received in violation of subsection (b) of this section.
(d) An action under this section shall be barred if it is not commenced within 2 years after the distribution.
D.C. Code § 29-707.03 — DC Code / Title 29 / Chapter 7 / § 29-707.03
§ 29-707.03. Charging order.
Status: in_force

(a) On application by a judgment creditor of a partner or transferee, the Superior Court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the Superior Court may:
  (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
  (2) Make all other orders necessary to give effect to the charging order.
(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the Superior Court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to § 29-707.02 .
(d) At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the Superior Court.
(e) At any time before foreclosure under subsection (c) of this section, a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(g) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a partner or transferee may, in the capacity of a judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest.
D.C. Code § 29-807.01 — DC Code / Title 29 / Chapter 8 / § 29-807.01
§ 29-807.01. Events causing dissolution.
Status: in_force

(a) A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following:
  (1) An event or circumstance that the operating agreement states causes dissolution;
  (2) The consent of all the members;
  (3) The passage of 90 consecutive days during which the company has no members, unless:
    (A) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and
    (B) At least one person becomes a member in accordance with the consent;
  (4) On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that:
    (A) The conduct of all or substantially all of the company’s activities and affairs is unlawful; or
    (B) It is not reasonably practicable to carry on the company’s activities and affairs in conformity with the certificate of organization and the operating agreement.
  (5) On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:
    (A) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or
    (B) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
  (6) The signing and filing of a statement of administrative dissolution by the Mayor under § 29-106.02 .
(b) In a proceeding brought under subsection (a)(5) of this section, the Superior Court may order a remedy other than dissolution.
D.C. Code § 29-708.10 — DC Code / Title 29 / Chapter 7 / § 29-708.10
§ 29-708.10. Rescinding dissolution.
Status: in_force

(a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective, the Superior Court has entered an order under § 29-708.02 dissolving the partnership, or the Mayor has dissolved the partnership under § 29-106.02 .
(b) Rescinding dissolution under this section requires:
  (1) The consent of each partner; and
  (2) If the limited partnership has delivered to the Mayor for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and if:
    (A) The amendment is not effective, the filing by the partnership of a statement of withdrawal under § 29-102.04 applicable to the amendment; or
    (B) The amendment is effective, the delivery by the partnership to the Mayor for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(c) If a limited partnership rescinds its dissolution:
  (1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;
  (2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
  (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
D.C. Code § 29-1008.09 — DC Code / Title 29 / Chapter 10 / § 29-1008.09
§ 29-1008.09. Vacancy on board.
Status: in_force

(a) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled:
  (1) Within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to fill the vacancy; and
  (2) For the unexpired term by members at the next annual members meeting or a special meeting of members called to fill the vacancy.
(b) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:
  (1) The new director shall be of that class or district; and
  (2) The selection of the director for the unexpired term shall be conducted in the same manner as would the selection for that position without a vacancy.
(c) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.
D.C. Code § 29-1204.02 — DC Code / Title 29 / Chapter 12 / § 29-1204.02
§ 29-1204.02. Liability of series trust.
Status: in_force

(a) In a series trust, a debt, obligation, or other liability incurred or otherwise existing [with] respect to the:
  (1) Property of a particular series shall be enforceable against the property of the series only, and not against the property of the trust generally or any other series thereof; and
  (2) Trust generally or the property of any other series thereof shall not be enforceable against the property of the series.
(b) The association, disassociation, or reassociation of property of a statutory trust or a series thereof to or with the trust or a series thereof, including by a transaction under subchapter VII of this chapter or Chapter 2 of this title is deemed to be a transfer between separate persons under Chapter 31 of Title 28 and a distribution under § 29-1206.15 .
(c) The rules pertaining to distributions under §§ 29-1206.15 and 29-1206.16 apply to a distribution from a series trust and from the property of any series thereof, except for a distribution under § 29-1204.04 .
D.C. Code § 29-1015.07 — DC Code / Title 29 / Chapter 10 / § 29-1015.07
§ 29-1015.07. Consolidation.
Status: in_force

(a) Constituent limited cooperative associations may agree to call a merger a consolidation under this subchapter.
(b) All provisions governing mergers or using the term merger in this chapter shall apply equally to mergers that the constituent associations choose to call consolidations under subsection (a) of his [sic] section.
D.C. Code § 29-305.09 — DC Code / Title 29 / Chapter 3 / § 29-305.09
§ 29-305.09. Remote participation in annual and special meetings.
Status: in_force

(a) Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b) of this section.
(b) Shareholders participating in a shareholders’ meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures:
  (1) To verify that each person participating remotely is a shareholder; and
  (2) To provide such shareholders a reasonable opportunity to participate in the meeting and to vote, including the opportunity to communicate with other shareholders participating in the meeting and to read or hear the proceedings of the meeting as the meeting is taking place.
D.C. Code § 29-1004.06 — DC Code / Title 29 / Chapter 10 / § 29-1004.06
§ 29-1004.06. Restated articles of organization.
Status: in_force

A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended. Restated articles may contain amendments if the restated articles are adopted in the same manner and with the same vote as required for amendments to the articles under § 29-1004.05(a) . Upon filing, restated articles shall supersede the existing articles and all amendments.
D.C. Code § 29-706.07 — DC Code / Title 29 / Chapter 7 / § 29-706.07
§ 29-706.07. Liability to other persons of person dissociated as general partner.
Status: in_force

(a) A person’s dissociation as a general partner shall not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person shall not be liable for a limited partnership’s debt, obligation, or other liability incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable to the same extent as a general partner under § 29-704.04 on a debt, obligation, or other liability incurred by the limited partnership under § 29-708.04 .
(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable on a transaction entered into by the limited partnership after the dissociation only if:
  (1) A general partner would be liable on the transaction; and
  (2) At the time the other party enters into the transaction:
    (A) Less than 2 years has passed since the dissociation; and
    (B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, liability, or other obligation of the limited partnership.
(e) A person dissociated as a general partner shall be released from liability for a debt, obligation, or other liability of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the a debt, obligation, or other liability.
D.C. Code § 29-1207.03 — DC Code / Title 29 / Chapter 12 / § 29-1207.03
§ 29-1207.03. Action on plan of merger by constituent statutory trust.
Status: in_force

(a) A plan of merger shall be consented to by all trustees and all beneficial owners of a constituent statutory trust.
(b) After a merger is approved, and at any time before a filing is made under § 29-1207.04 , a constituent statutory trust may amend the plan or abandon the planned merger:
  (1) As provided in the plan; and
  (2) Except as prohibited by the plan, with the same consent as was required to approve the plan.
D.C. Code § 29-308.20 — DC Code / Title 29 / Chapter 3 / § 29-308.20
§ 29-308.20. Amendment by board of directors or shareholders.
Status: in_force

(a) A corporation’s shareholders may amend or repeal the corporation’s bylaws.
(b) A corporation’s board of directors may amend or repeal the corporation’s bylaws, unless:
  (1) The articles of incorporation, § 29-308.21 or, if applicable, § 29-308.22 reserve that power exclusively to the shareholders in whole or part; or
  (2) The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors shall not amend, repeal, or reinstate that bylaw.
D.C. Code § 29-105.03 — DC Code / Title 29 / Chapter 1 / § 29-105.03
§ 29-105.03. Foreign registration statement.
Status: in_force

To register to do business in the District, a foreign filing entity or foreign limited liability partnership shall deliver a foreign registration statement to the Mayor for filing. The statement shall be signed by the entity and state:
(a) (1) The name of the foreign filing entity or foreign limited liability partnership and, if the name does not comply with § 29-103.01 , an alternate name adopted pursuant to § 29-105.06(a) ;
  (2) The type of entity and, if it is a limited partnership, whether it is a limited liability limited partnership;
  (3) The entity’s jurisdiction of formation;
  (4) The street and mailing address of the principal office of the entity and, if the laws of its jurisdiction of formation require it to maintain an office in that jurisdiction, the street and mailing address of the office;
  (5) The information required by § 29-104.04(a) ;
  (6) The names and street and mailing addresses of a governor;
  (7) A certificate, issued not later than 90 days prior to the filing date, by an authorized officer of the jurisdiction of formation, evidencing its existence as a filing entity;
  (8) A brief statement of the business the entity proposes to do in the District; and
  (9) A statement of the date it commenced or intends to do business in the District.
D.C. Code § 29-708.04 — DC Code / Title 29 / Chapter 7 / § 29-708.04
§ 29-708.04. Power of general partner and person dissociated as general partner to bind partnership after dissolution.
Status: in_force

(a) A limited partnership shall be bound by a general partner’s act after dissolution which:
  (1) Is appropriate for winding up the limited partnership’s activities and affairs; or
  (2) Would have bound the limited partnership under § 29-704.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice or knowledge of the dissolution.
(b) A person dissociated as a general partner shall bind a limited partnership through an act occurring after dissolution if:
  (1) At the time the other party enters into the transaction:
    (A) Less than 2 years has passed since the dissociation; and
    (B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
  (2) The act:
    (A) Is appropriate for winding up the limited partnership’s activities; or
    (B) Would have bound the limited partnership under § 29-704.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice or knowledge of the dissolution.
D.C. Code § 29-1001.11 — DC Code / Title 29 / Chapter 10 / § 29-1001.11
§ 29-1001.11. Business transactions of member with limited cooperative association.
Status: in_force

Subject to §§ 29-1008.18 and 29-1008.19 and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and do other business with a limited cooperative association in the same manner as a person that is not a member.
D.C. Code § 29-313.06 — DC Code / Title 29 / Chapter 3 / § 29-313.06
§ 29-313.06. Exception to notice requirement.
Status: in_force

(a) Whenever notice is required to be given under any provision of this chapter to any shareholder, the notice shall not be required to be given if:
  (1) Notice of 2 consecutive annual meetings, and all notices of meetings during the period between such 2 consecutive annual meetings, have been sent to such shareholder at such shareholder’s address as shown on the records of the corporation and have been returned undeliverable; or
  (2) All, but not less than 2, payments of dividends on securities during a 12-month period, or 2 consecutive payments of dividends on securities during a period of more than 12 months, have been sent to such shareholder at such shareholder’s address as shown on the records of the corporation and have been returned undeliverable.
(b) If any such shareholder delivers to the corporation a written notice setting forth the shareholder’s then-current address, the requirement that notice be given to the shareholder is reinstated.
D.C. Code § 29-709.05 — DC Code / Title 29 / Chapter 7 / § 29-709.05
§ 29-709.05. Proceeds and expenses.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section:
  (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, shall belong to the limited partnership and not to the derivative plaintiff;
  (2) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
(b) If a derivative action is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees, from the recovery of the limited partnership.
(c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the Superior Court’s approval.
D.C. Code § 29-403.04 — DC Code / Title 29 / Chapter 4 / § 29-403.04
§ 29-403.04. Ultra vires.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the validity of corporate action shall not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.
(b) The power of a nonprofit corporation to act may be challenged in a proceeding by:
  (1) A member, director, or member of a designated body 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 or member of a designated body, officer, employee, or agent of the corporation; or
  (3) The Attorney General for the District of Columbia under § 29-412.20 .
(c) In a derivative proceeding under subchapter XI of this chapter by a member, director, or member of a designated body 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 § 29-310.02 — DC Code / Title 29 / Chapter 3 / § 29-310.02
§ 29-310.02. Shareholder approval of certain dispositions.
Status: in_force

(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in § 29-310.01 , shall require approval of the corporation’s shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least 25% of total assets at the end of the most recently completed fiscal year, and 25% of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation shall conclusively be deemed to have retained a significant continuing business activity.
(b) A disposition that requires approval of the shareholders under subsection (a) of this section shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.
(c) The board of directors may condition its submission of a disposition to the shareholders under subsection (b) of this section on any basis.
(d) If a disposition is required to be approved by the shareholders under subsection (a) of this section, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation.
(e) Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the shareholders shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the disposition exists.
(f) After a disposition has been approved by the shareholders under subsection (b) of this section, and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.
(g) A disposition of assets in the course of dissolution under subchapter XII of this chapter shall not be governed by this section.
(h) The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of this section.
D.C. Code § 29-407.06 — DC Code / Title 29 / Chapter 4 / § 29-407.06
§ 29-407.06. Abandonment of a domestication.
Status: in_force

(a) Unless otherwise provided in a plan of domestication of a domestic nonprofit corporation, after the plan has been adopted and approved as required by this subtitle [subchapter], and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the members.
(b) If a domestication is abandoned under subsection (a) of this section after articles of domestication have been delivered to the Mayor for filing but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, shall be delivered to the Mayor for filing prior to the effective date of the domestication. The statement shall be effective upon filing and the domestication shall be abandoned and shall not become effective.
(c) If the domestication of a foreign nonprofit corporation in the District is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been delivered to the Mayor for filing , a statement that the domestication has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the Mayor for filing. The statement shall be effective upon filing and the domestication shall be abandoned and shall not become effective.
D.C. Code § 29-401.40 — DC Code / Title 29 / Chapter 4 / § 29-401.40
§ 29-401.40. Subordination to canon law or other religious doctrine.
Status: in_force

If religious doctrine or canon law governing the affairs of a religious corporation is inconsistent with this chapter on the same subject, the religious doctrine or canon law shall control to the extent required by the Constitution of the United States.
D.C. Code § 29-406.91 — DC Code / Title 29 / Chapter 4 / § 29-406.91
§ 29-406.91. Limited liability for employee of corporation.
Status: in_force

(a) For the purposes of this section, the term “employee” means a person regularly employed to perform a service for a salary or wages.
(b) Except as provided in subsections (c) and (d) of this section, an employee of the corporation shall not be held personally liable in damages for any acts or omissions in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation, other than reimbursement of expenses, received from the corporation for performing those services or duties during the 12 months immediately preceding the act or omission for which liability was imposed.
(c) The limitation of liability in this section shall not apply if the injury or damage was a result of:
  (1) The willful misconduct of the employee;
  (2) A crime, unless the employee 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 employee;
  (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 articles of incorporation.
(d) The limitation of liability in this section does not apply to any licensed professional employee operating in his or her professional capacity.
(e) This section shall not exempt the corporation from liability, but the corporation is liable only to the extent of the applicable limit of insurance coverage it maintains.
D.C. Code § 29-924 — DC Code / Title 29 / Chapter 9 / § 29-924
§ 29-924. Subscribers.
Status: in_force

Any individual or group eligible for membership and legally obligated to purchase a share or shares of, or membership in, an association shall be deemed a subscriber. The articles or bylaws may determine whether, and the conditions under which, any voting rights or other rights of membership are granted to subscribers.
D.C. Code § 29-202.04 — DC Code / Title 29 / Chapter 2 / § 29-202.04
§ 29-202.04. Amendment or abandonment of plan of merger.
Status: in_force

(a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. A domestic merging entity may approve an amendment of a plan of merger:
  (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 merger 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 the interest holders of any party to the plan;
    (B) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving 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 merger has been approved and before a statement of merger becomes effective, the plan may be abandoned:
  (1) As provided in the plan; or
  (2) Unless prohibited by the plan, by a domestic merging entity in the same manner as the plan was approved.
(c) If a plan of merger is abandoned after a statement of merger has been delivered to the Mayor for filing and before the statement of merger 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 merger becomes effective. The statement of abandonment shall be effective upon filing by the Mayor, and the merger shall be abandoned and shall not become effective. The statement of abandonment shall contain:
  (1) The name of each party to the plan of merger;
  (2) The date on which the statement of merger was filed; and
  (3) A statement that the merger has been abandoned in accordance with this section.
D.C. Code § 29-1008.16 — DC Code / Title 29 / Chapter 10 / § 29-1008.16
§ 29-1008.16. Voting.
Status: in_force

(a) Each director shall have one vote for purposes of decisions made by the board of directors.
(b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting shall be required for action by the board of directors.
D.C. Code § 29-306.57 — DC Code / Title 29 / Chapter 3 / § 29-306.57
§ 29-306.57. Insurance.
Status: in_force

A corporation may purchase insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this part.
D.C. Code § 29-1008.18 — DC Code / Title 29 / Chapter 10 / § 29-1008.18
§ 29-1008.18. Standards of conduct and liability.
Status: in_force

Except as otherwise provided in § 29-1008.20 :
(1) The discharge of the duties of a director or member of a committee of the board of directors shall be governed by the law applicable to directors of entities organized under Chapter 3 of this title ; and
(2) The liability of a director or member of a committee of the board of directors shall be governed by the law applicable to directors of entities organized under Chapter 3 of this title .
D.C. Code § 29-807.03 — DC Code / Title 29 / Chapter 8 / § 29-807.03
§ 29-807.03. Known claims against dissolved limited liability company.
Status: in_force

(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which shall have the effect as provided in subsection (c) of this section.
(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. 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 shall not be less than 120 days after the date the notice is received by the claimant; and
  (4) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company 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) If the claim is timely received but rejected by the company:
    (A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and
    (B) The claimant does not commence the required action within the 90 days.
(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
D.C. Code § 29-1203.08 — DC Code / Title 29 / Chapter 12 / § 29-1203.08
§ 29-1203.08. Power to sue and be sued.
Status: in_force

A statutory trust may sue and be sued in its own name.
D.C. Code § 29-1014.03 — DC Code / Title 29 / Chapter 10 / § 29-1014.03
§ 29-1014.03. Notice and action on disposition of assets.
Status: in_force

For a limited cooperative association to dispose of assets under § 29-1014.02 :
(1) A majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and
(2) The board of directors shall call a members meeting to consider the proposed disposition, hold the meeting not later than 90 days after approval of the proposed disposition by the board, and mail or otherwise transmit or deliver in a record to each member:
  (A) The terms of the proposed disposition;
  (B) A recommendation that the members approve the disposition or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis for that determination;
  (C) A statement of any condition of the board’s submission of the proposed disposition to the members; and
  (D) Notice of the meeting at which the proposed disposition will be considered, which shall be given in the same manner as notice of a special meeting of members.
D.C. Code § 29-309.08 — DC Code / Title 29 / Chapter 3 / § 29-309.08
§ 29-309.08. Abandonment of a merger or share exchange.
Status: in_force

(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation that is a party to a merger or a share exchange is, after the plan has been adopted and approved as required by this subchapter, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.
(b) If a merger or share exchange is abandoned under subsection (a) of this section after articles of merger or share exchange have been delivered to the Mayor for filing, but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the Mayor for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.
D.C. Code § 29-1205.10 — DC Code / Title 29 / Chapter 12 / § 29-1205.10
§ 29-1205.10. Direction of trustees.
Status: in_force

(a) The governing instrument may authorize any person, including a beneficial owner, to direct a trustee or other person in the management of a statutory trust.
(b) The governing instrument may provide that the power to direct a trustee or other person or the exercise of the power by any person, including a beneficial owner, shall not cause the person to be a trustee or impose on the person duties, including fiduciary duties, or liabilities relating to these duties, to a statutory trust or beneficial owner.
(c) If the governing instrument confers on a person a power to direct actions by a trustee or other person, the trustee or other person shall act in accordance with an exercise of the power, unless the direction is manifestly contrary to the terms of the governing instrument or the trustee knows or has reason to know that following the direction would constitute a serious breach of fiduciary duty by the trustee.
D.C. Code § 29-705.03 — DC Code / Title 29 / Chapter 7 / § 29-705.03
§ 29-705.03. Sharing of distributions.
Status: in_force

A distribution by a limited partnership shall be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
D.C. Code § 29-405.04 — DC Code / Title 29 / Chapter 4 / § 29-405.04
§ 29-405.04. Action without meeting.
Status: in_force

(a) Except as otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action shall be evidenced by one or more consents in the form of a record bearing the date of signature and describing the action taken, signed by all the members entitled to vote on the action, and delivered to the membership corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise fixed under § 29-405.03 or § 29-405.07 , the record date for determining members entitled to take action without a meeting shall be the date the first member signs the consent under subsection (a) of this section. A consent shall not be effective to take the corporate action referred to therein unless, within 60 days after the earliest date appearing on a consent delivered to the membership corporation in the manner required by this section, consents signed by members entitled to cast the required number of votes on the action are received by the corporation. A consent may be revoked by a signed notice in the form of a record to that effect received by the corporation prior to receipt by the corporation of unrevoked consents sufficient in number to take corporate action.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such.
(d) If this chapter, the articles of incorporation, or the bylaws require that notice of proposed action be given to members not entitled to vote on the action and the action is to be taken by consent of the members entitled to vote, the membership corporation shall deliver to the members not entitled to vote notice of the proposed action at least 10 days before the action is taken. The notice shall contain or be accompanied by the same material that would have been required to be delivered to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.
D.C. Code § 29-1103 — DC Code / Title 29 / Chapter 11 / § 29-1103
§ 29-1103. Relation to other law.
Status: in_force

A statute governing a specific type of unincorporated nonprofit association shall prevail over an inconsistent provision in this chapter, to the extent of the inconsistency.
D.C. Code § 29-305.41 — DC Code / Title 29 / Chapter 3 / § 29-305.41
§ 29-305.41. Voting agreements.
Status: in_force

(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section shall not be subject to § 29-305.40 .
(b) A voting agreement created under this section shall be specifically enforceable.
D.C. Code § 29-1208.06 — DC Code / Title 29 / Chapter 12 / § 29-1208.06
§ 29-1208.06. Court proceedings.
Status: in_force

(a) A dissolved statutory trust that has published a notice under § 29-1208.05 may file an application with the Superior Court, or, if the principal office is not located in the District, in the appropriate court where the office of its principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved trust or that are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved trust, are reasonably expected to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under § 29-1208.05(c) .
(b) Notice of the proceeding must be given by the dissolved statutory trust to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved trust not later than 10 days after the filing of the application under subsection (a) of this section.
(c) The Superior Court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including reasonable expert witness fees, must be paid by the dissolved statutory trust.
(d) Provision by the dissolved statutory trust for security in the amount and the form ordered by the court under subsection (a) of this section satisfies the dissolved trust’s obligations with respect to claims that are contingent, have not been made known to the dissolved trust, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a beneficial owner that received assets in liquidation.
D.C. Code § 29-410.01 — DC Code / Title 29 / Chapter 4 / § 29-410.01
§ 29-410.01. Disposition of assets not requiring member approval.
Status: in_force

Approval of the members of a nonprofit corporation shall not be required, unless the articles of incorporation or bylaws otherwise provide, to:
(1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets:
  (A) In the usual and regular course of its activities; or
  (B) If the corporation and its consolidated subsidiaries retain an activity that represented or was supported by at least 33% of total assets at the end of the most recently completed fiscal year;
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation’s assets, whether or not in the usual and regular course of business its [sic] activities; or
(3) Transfer any or all of the corporation’s assets to one or more corporations or other entities all of the memberships or interests of which are owned by the corporation.
D.C. Code § 29-708.07 — DC Code / Title 29 / Chapter 7 / § 29-708.07
§ 29-708.07. Other claims against dissolved limited partnership.
Status: in_force

(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
(b) The notice shall:
  (1) Be published at least once in a newspaper of general circulation in the District;
  (2) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
  (3) State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 3 years after publication of the notice; and
  (4) 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) If a dissolved limited partnership 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 against the dissolved limited partnership within 3 years after the publication date of the notice:
  (1) A claimant that did not receive notice in a record under § 29-708.06 ;
  (2) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
  (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
  (1) Against the dissolved limited partnership, to the extent of its undistributed assets;
  (2) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
  (3) Against any person liable on the claim under § 29-704.04 .
D.C. Code § 29-801.06 — DC Code / Title 29 / Chapter 8 / § 29-801.06
§ 29-801.06. Governing law.
Status: in_force

The law of the District shall govern:
(1) The internal affairs of a limited liability company; and
(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
D.C. Code § 29-406.53 — DC Code / Title 29 / Chapter 4 / § 29-406.53
§ 29-406.53. Advance for expenses.
Status: in_force

(a) A nonprofit corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because he or she is or was a director if the individual delivers to the corporation:
  (1) An affirmation in the form of a record of his or her good faith belief that he or she has met the relevant standard of conduct described in § 29-406.51 or that the proceeding involves conduct for which liability has been eliminated by § 29-406.31(d) or under a provision of the articles of incorporation as authorized by § 29-402.02(c) ; and
  (2) An undertaking in the form of a record to repay any funds advanced if the individual is not entitled to mandatory indemnification under § 29-406.52 and it is ultimately determined under § 29-406.54 or § 29-406.55 that the individual has not met the relevant standard of conduct described in § 29-406.51 .
(b) The undertaking required by subsection (a)(2) of this section shall be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) Authorizations under this section shall be made:
  (1) By the board of directors:
    (A) If there are 2 or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom will constitute a quorum for that purpose, or by a majority of the members of a committee of 2 or more disinterested directors appointed by such a vote; or
    (B) If there are fewer than 2 disinterested directors, by the vote necessary for action by the board in accordance with § 29-406.24(c) , in which authorization directors who do not qualify as disinterested directors may participate; or
  (2) By the members.
D.C. Code § 29-804.01 — DC Code / Title 29 / Chapter 8 / § 29-804.01
§ 29-804.01. Becoming member.
Status: in_force

(a) If a limited liability company is to have only one member upon formation, the person shall become a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer shall act on behalf of the initial member.
(b) If a limited liability company is to have more than one member upon formation, those persons shall become members as agreed by the persons before the formation of the company. The organizer [sic] act on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c) After formation of a limited liability company, a person becomes a member:
  (1) As provided in the operating agreement;
  (2) As the result of a transaction effective under subchapter IX of this chapter or Chapter 2 of this title ;
  (3) With the consent of all the members; or
  (4) As provided in § 29-807.01(a)(3) .
(d) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
D.C. Code § 29-303.02 — DC Code / Title 29 / Chapter 3 / § 29-303.02
§ 29-303.02. General powers.
Status: in_force

Unless its articles of incorporation provide otherwise, every corporation shall have perpetual duration and succession in its corporate name and shall have the same powers as an individual to do all things necessary or convenient to carry out its activities and affairs, including power to:
(1) Sue and be sued, 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 the business 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 its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) Conduct its business, 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;
(12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) Make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) Do any lawful business that will aid governmental policy; and
(15) Make payments or donations, or do any other act, not inconsistent with law, that furthers the activities and affairs of the corporation.
D.C. Code § 29-405.08 — DC Code / Title 29 / Chapter 4 / § 29-405.08
§ 29-405.08. Conduct of meeting.
Status: in_force

(a) At each meeting of members, an individual shall preside as chair. The chair shall be appointed:
  (1) As provided in the articles of incorporation or bylaws;
  (2) In the absence of a provision in the articles or bylaws, by the board of directors; or
  (3) In the absence of both a provision in the articles or bylaws and an appointment by the board, by the members at the meeting.
(b) Except as otherwise provided in the articles of incorporation or bylaws, the chair shall determine the order of business and has the authority to establish rules for the conduct of the meeting.
(c) Any rules adopted for, and the conduct of, the meeting shall be fair to the members.
(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 otherwise permissible revocations or changes thereto, shall be accepted.
D.C. Code § 29-103.04 — DC Code / Title 29 / Chapter 1 / § 29-103.04
§ 29-103.04. Registration of name.
Status: in_force

(a) A foreign filing entity or foreign limited liability partnership not registered to do business in the District under subchapter VI of this chapter may register its name, or an alternate name required by § 29-105.06 , if the name is distinguishable upon the records of the Mayor from the names that are not available under § 29-103.01 .
(b) To register its name or an alternate name required by § 29-105.06 , a foreign filing entity or foreign limited liability partnership shall deliver to the Mayor for filing an application setting forth its name, or its name with any addition required by § 29-105.06 , and the jurisdiction and date of its formation. If the Mayor finds that the name applied for is available, the Mayor shall register the name for the applicant’s exclusive use.
(c) The registration of a name under this section shall be effective for one year after the date of registration.
(d) A foreign filing entity or foreign limited liability partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than 3 months before the expiration of the registration, to the Mayor for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e) A foreign filing entity or foreign limited liability partnership with an effective name registration may register as a foreign filing entity or foreign limited liability partnership under its registered name, or may consent in a signed record to the use of that name by another entity.
D.C. Code § 29-202.05 — DC Code / Title 29 / Chapter 2 / § 29-202.05
§ 29-202.05. Statement of merger; effective date.
Status: in_force

(a) A statement of merger shall be signed on behalf of each merging entity and delivered to the Mayor for filing.
(b) A statement of merger shall contain:
  (1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
  (2) The name, jurisdiction of formation, and type of entity of the surviving entity;
  (3) If the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
  (4) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this subchapter and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
  (5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
  (6) If the surviving entity is created by the merger and is a domestic filing entity, its public organic document as an attachment;
  (7) If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification as an attachment; and
  (8) If the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which process may be served pursuant to § 29-202.06(e) .
(c) In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic record, if any, shall satisfy the requirements of the law of the District, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) A plan of merger that is signed on behalf of all of the merging entities and meets all of the requirements of subsection (b) of this section may be delivered to the Mayor for filing instead of a statement of merger and, upon filing by the Mayor, shall have the same effect. If a plan of merger is filed as provided in this subsection, references in this chapter to a statement of merger refer to the plan of merger filed under this subsection.
(f) A statement of merger shall be effective upon the date and time of filing or the later date and time specified in the statement of merger.
D.C. Code § 29-609.05 — DC Code / Title 29 / Chapter 6 / § 29-609.05
§ 29-609.05. Interest exchanges.
Status: in_force

(a) One or more domestic or foreign partnerships may adopt a plan of interest exchange by which a domestic or foreign partnership acquires all of the outstanding partnership interests of one or more domestic partnerships in exchange for cash or securities of the acquiring domestic or foreign partnership, if:
  (1) Each domestic or foreign partnership, the partnership interests of which are to be acquired under the plan of exchange, approves the plan of exchange in the manner prescribed in its partnership agreement; and
  (2) Each acquiring domestic or foreign partnership takes all action that may be required by the laws of the state under which it was formed and as required by its partnership agreement in order to effect the exchange.
(b) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and delivered to the Mayor for filing in accordance with § 29-102.03(a) . When an interest exchange takes effect as provided in the plan of exchange:
  (1) The partnership interest of each domestic partnership that is to be acquired under the plan of exchange shall be considered exchanged as provided in the plan of exchange;
  (2) The former holders of the partnership interests exchanged under the plan of exchange shall be entitled only to the exchange rights provided in the plan of exchange; and
  (3) The acquiring domestic or foreign partnership shall be entitled to all rights, title, and interest with respect to the partnership interests so acquired and exchanged, subject to the provisions in the plan of exchange.
D.C. Code § 29-1208.01 — DC Code / Title 29 / Chapter 12 / § 29-1208.01
§ 29-1208.01. Events causing dissolution.
Status: in_force

A statutory trust shall be dissolved only by:
(1) An administrative dissolution under §§ 29-106.01 and 29-106.02 ; or
(2) The filing of articles of dissolution under § 29-1208.02 :
  (A) As provided in the certificate of trust; or
  (B) With the approval of all the beneficial owners.
D.C. Code § 29-406.25 — DC Code / Title 29 / Chapter 4 / § 29-406.25
§ 29-406.25. Board and advisory 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 of the board that consist of one or more directors.
(b) Unless this chapter otherwise provides, the creation of a committee and appointment of directors 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 § 29-406.24 .
(c) Sections 29-406.20 through 29-406.24 shall 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 § 29-406.01 except as limited by subsection (e) of this section.
(e) A committee shall not:
  (1) Authorize distributions;
  (2) In the case of a membership corporation, approve or propose to members action that this chapter requires be approved by members;
  (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 § 29-406.30 .
(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.
(h) A nonprofit corporation may create or authorize the creation of one or more advisory committees whose members need not be directors. An advisory committee shall not:
  (1) Be a committee of the board; and
  (2) Exercise any of the powers of the board.
D.C. Code § 29-406.50 — DC Code / Title 29 / Chapter 4 / § 29-406.50
§ 29-406.50. Definitions.
Status: in_force

For the purposes of this part, the term:
(1) “Corporation” includes any domestic or foreign predecessor entity of a nonprofit corporation in a merger, conversion, or domestication.
(2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a nonprofit corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer shall be considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. The term “director” includes a member of a designated body. The term “director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3) “Disinterested director” means a director who, at the time of a vote referred to in § 29-406.53(c) or a vote or selection referred to in § 29-406.55(b) or (c), is not:
  (A) A party to the proceeding; or
  (B) An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.
(4) “Expenses” include attorneys’ fees.
(5) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
(6) (A) “Official capacity” means:
    (i) When used with respect to a director, the office of director in a nonprofit corporation; and
    (ii) When used with respect to an officer, as contemplated in § 29-406.56 , the office in a corporation held by the officer; and.
  (B) The term “official capacity” does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
(7) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(8) “Proceeding” includes a threatened, pending, or completed proceeding.
D.C. Code § 29-1201.05 — DC Code / Title 29 / Chapter 12 / § 29-1201.05
§ 29-1201.05. Applicability of trust law.
Status: in_force

The law of the District pertaining to common-law trusts shall supplement this chapter. However, a governing instrument may supersede or modify application to the statutory trust of any law of the District pertaining to common-law trusts.
D.C. Code § 29-1012.13 — DC Code / Title 29 / Chapter 10 / § 29-1012.13
§ 29-1012.13. Rescinding dissolution.
Status: in_force

(a) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, the Superior Court has entered an order under § 29-1012.03 dissolving the association, or the Mayor has dissolved the association under § 29-106.02 .
(b) Rescinding dissolution under this section requires:
  (1) The consent of each member;
  (2) If a statement of dissolution applicable to the limited cooperative association has been filed by the Mayor but has not become effective, the delivery to the Mayor for filing of a statement of withdrawal applicable to the statement of dissolution; and
  (3) If a statement of dissolution applicable to the limited cooperative association is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section.
(c) If a limited cooperative association rescinds its dissolution:
  (1) The association resumes carrying on its activities and affairs as if dissolution had never occurred;
  (2) Subject to paragraph (3) of this subsection, any liability incurred by the association after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
  (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
D.C. Code § 29-1001.04 — DC Code / Title 29 / Chapter 10 / § 29-1001.04
§ 29-1001.04. Purpose and duration of limited cooperative association.
Status: in_force

(a) A limited cooperative association shall be an entity distinct from its members.
(b) A limited cooperative association may be organized for any lawful purpose, whether or not for profit.
(c) Unless the articles of organization state a term for a limited cooperative association’s existence, the association shall have perpetual duration.
D.C. Code § 29-304.41 — DC Code / Title 29 / Chapter 3 / § 29-304.41
§ 29-304.41. Corporation’s acquisition of its own shares.
Status: in_force

(a) A corporation may acquire its own shares and shares so acquired shall constitute authorized but unissued shares.
(b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares shall be reduced by the number of shares acquired.
D.C. Code § 29-1204.01 — DC Code / Title 29 / Chapter 12 / § 29-1204.01
§ 29-1204.01. Statutory trust having series.
Status: in_force

(a) The governing instrument may provide for the creation by the statutory trust of one or more series with respect to specified property of the statutory trust if:
  (1) Records are maintained for the series which reasonably identify the property of the series, including by specific listing, category, type, quantity, or computational or allocational formula or procedure, such as a percentage or share of any property, or by any other method by which the identity of the property of the series is objectively determinable; and
  (2) Notice that the trust may have one or more series is set forth in the certificate of trust as required by § 29-1202.01(b)(4) .
(b) A series of a statutory trust shall not be an entity separate from the statutory trust.
(c) A series of a statutory trust may have a purpose, regardless of whether for profit, separate from the trust or any other series thereof if the purpose of the series is lawful and not a predominantly donative purpose.
(d) Subject to § 29-1204.03 , the governing instrument may provide for the creation of one or more classes of trustees, beneficial owners, or beneficial interests having separate rights, powers, or duties with respect to the statutory trust or any series thereof.
D.C. Code § 29-1013.06 — DC Code / Title 29 / Chapter 10 / § 29-1013.06
§ 29-1013.06. Special litigation committee.
Status: in_force

(a) If a limited cooperative association is named as or made a party in a derivative proceeding, the association 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 company. If the association appoints a special litigation committee, on motion by the committee made in the name of the association, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation. This subsection does not prevent the court from enforcing a person’s right to information under § 29-1005.05 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 members.
(c) A special litigation committee may be appointed:
  (1) By a majority of the directors not named as defendants or plaintiffs in the proceeding; and
  (2) If all directors are named as defendants or plaintiffs in the proceeding, by a majority of the directors named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited cooperative association that the proceeding:
  (1) Continue under the control of the plaintiff;
  (2) Continue under the control of the committee;
  (3) Be settled on terms approved by the committee; or
  (4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
D.C. Code § 29-406.43 — DC Code / Title 29 / Chapter 4 / § 29-406.43
§ 29-406.43. Resignation and removal of officers.
Status: in_force

(a) An officer may resign at any time by delivering notice to the nonprofit 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 of directors or the appointing officer accepts the future effective time, the board or the appointing officer may designate a successor before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.
(b) Except as otherwise provided in the articles of incorporation or bylaws, an officer may be removed at any time with or without cause by:
  (1) The board of directors;
  (2) The officer who appointed the officer being removed, unless the board provides otherwise; or
  (3) Any other officer authorized by the articles, the bylaws, or the board.
(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 § 29-1126 — DC Code / Title 29 / Chapter 11 / § 29-1126
§ 29-1126. Mergers.
Status: in_force

(a) For the purposes of this section, the term:
  (1) “Constituent association organization” means an unincorporated nonprofit association that is merged with one or more other unincorporated nonprofit associations, including the surviving association.
  (2) “Disappearing association” means a constituent association that is not the surviving association.
  (3) “Surviving association” means an unincorporated nonprofit association into which one or more other associations are merged.
(b) A merger involving unincorporated nonprofit associations shall be subject to the following requirements:
  (1) Each of the constituent merging associations shall comply with its governing law.
  (2) Each party to the merger shall approve a plan of merger. The plan, which must be in a record, shall include the following provisions:
    (A) The name and form of each association that is a party to the merger;
    (B) The name and form of the surviving association and, if the surviving association is to be created by the merger, a statement to that effect;
    (C) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent association into any combination of money, interests in the surviving association, and other consideration;
    (D) If the surviving association is to be created by the merger, the surviving association’s organizational documents that are proposed to be in a record; and
    (E) If the surviving association is not to be created by the merger, any amendments to be made by the merger to the surviving association’s organizational documents that are, or are proposed to be, in a record.
  (3) The plan of merger shall be approved by the members of each unincorporated nonprofit association that is a constituent association in the merger. If a member of an association that is a party to a merger will have personal liability with respect to an obligation of a constituent or a surviving association, the consent in a record of that member to the plan of merger shall also be obtained.
  (4) Subject to the contractual rights of third parties, after a plan of merger is approved and at any time before the merger is effective, a constituent association may amend the plan or abandon the merger as provided in the plan, or except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
  (5) Following approval of the plan, a merger under this section shall be effective, if a constituent association is required to give notice to or obtain the approval of a governmental agency or officer to be a party to a merger, when the notice has been given and the approval has been obtained.
(d) When a merger becomes effective, the following occur
  (1) The surviving association shall continue or come into existence.
  (2) Each constituent association that merges into the surviving association shall cease to exist as a separate entity.
  (3) All property owned by each constituent association that ceases to exist shall vest in the surviving association.
  (4) All debts, obligations, or other liabilities of each constituent association that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving association.
  (5) An action or proceeding pending by or against any constituent association that ceases to exist may be continued as if the merger had not occurred.
  (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent association that ceases to exist shall vest in the surviving association.
  (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger shall take effect.
  (8) The merger shall not affect the personal liability, if any, of a member or manager of a constituent association for a debt, obligation, or other liability of the association incurred before the merger is effective.
  (9) A surviving association that is a foreign unincorporated nonprofit association consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by a constituent association if, before the merger, the constituent association was subject to suit in the District on the debt, obligation, or other liability. A surviving association that is a foreign unincorporated nonprofit association and not authorized to do business in the District may be served with process as provided in § 29-104.12 for the purposes of enforcing a debt, obligation, or other liability under this subsection.
(e) Property held for a charitable purpose under the law of the District by a domestic or foreign unincorporated nonprofit association immediately before a merger under this section becomes effective shall not, as a result of the merger, be diverted from the objects for which it was donated, granted, or devised, 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 organization obtains an appropriate order of the Superior Court specifying the disposition of the property.
(f) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a disappearing association and that takes effect or remains payable after the merger shall inure to the benefit of the surviving association. A trust obligation that would govern property if transferred to the disappearing association shall apply to property that is instead transferred to the surviving association under this section.
D.C. Code § 29-1205.05 — DC Code / Title 29 / Chapter 12 / § 29-1205.05
§ 29-1205.05. Standards of conduct for trustees.
Status: in_force

(a) Subject to § 29-1204.03 , in exercising the powers of trusteeship, a trustee shall act in good faith and in a manner the trustee reasonably believes to be in the best interests of the statutory trust.
(b) A trustee shall discharge its duties with the care that a person in a similar position would reasonably believe appropriate under similar circumstances.
D.C. Code § 29-1102 — DC Code / Title 29 / Chapter 11 / § 29-1102
§ 29-1102. Definitions.
Status: in_force

For the purposes of this chapter, the term:
(1) “Established practices” means the practices used by an unincorporated nonprofit association without material change during the most recent 5 years of its existence or, if it has existed for less than 5 years, during its entire existence.
(2) “Governing principles” means the agreements, whether oral, in a record, or implied from its established practices, that govern the purpose or operation of an unincorporated nonprofit association and the rights and obligations of its members and managers. The term “governing principles” shall include any amendment or restatement of the agreements constituting the governing principles.
(3) “Manager” means a person that is responsible, alone or in concert with others, for the management of an unincorporated nonprofit association.
(4) “Member” means a person that, under the governing principles, may participate in the selection of persons authorized to manage the affairs of the unincorporated nonprofit association or in the development of the policies and activities of the association.
(5) “Unincorporated nonprofit association” means an unincorporated organization, consisting of 2 or more members joined under an agreement that is oral, in a record, or implied from conduct, for one or more common, nonprofit purposes. The term “unincorporated nonprofit association” shall not include:
  (A) A trust;
  (B) A marriage, domestic partnership, common law domestic relationship, civil union, or other domestic living arrangement;
  (C) An organization formed under any other statute that governs the organization and operation of unincorporated associations;
  (D) A joint tenancy, tenancy in common, or tenancy by the entireties even if the co-owners share use of the property for a nonprofit purpose; or
  (E) A relationship under an agreement in a record that expressly provides that the relationship between the parties does not create an unincorporated nonprofit association.
D.C. Code § 29-412.23 — DC Code / Title 29 / Chapter 4 / § 29-412.23
§ 29-412.23. Decree of dissolution.
Status: in_force

(a) If, after a hearing, the Superior Court determines that one or more grounds for judicial dissolution described in § 29-412.20 exist, it may enter a decree dissolving the nonprofit corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Mayor, who shall file it.
(b) After entering the decree of dissolution, the Superior Court shall direct the winding-up and liquidation of the nonprofit corporation’s affairs in accordance with § 29-412.05 and the notification of claimants in accordance with §§ 29-412.06 and 29-412.07 .
D.C. Code § 29-405.26 — DC Code / Title 29 / Chapter 4 / § 29-405.26
§ 29-405.26. Different quorum or voting requirements.
Status: in_force

(a) The articles of incorporation or bylaws may provide for a higher or lower quorum or voting requirement for members, or voting groups of members, than is provided for by this chapter.
(b) An amendment to the articles of incorporation or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.
D.C. Code § 29-1118 — DC Code / Title 29 / Chapter 11 / § 29-1118
§ 29-1118. Selection of managers; management rights of managers.
Status: in_force

Except as otherwise provided in this chapter or the governing principles:
(1) Only the members shall select a manager or managers;
(2) A manager may be a member or a nonmember;
(3) If a manager is not selected, all members shall be managers;
(4) Each manager has equal rights in the management and conduct of the association’s activities;
(5) All matters relating to the activities shall be decided by its managers, except for matters reserved for approval by members in § 29-1112 ; and
(6) A difference among managers shall be decided by a majority of the managers.
D.C. Code § 29-1004.05 — DC Code / Title 29 / Chapter 10 / § 29-1004.05
§ 29-1004.05. Approval of amendment.
Status: in_force

(a) Subject to § 29-1004.04 and subsections (c) and (d) of this section, an amendment to the articles of organization shall be approved by:
  (1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1004.02 ; and
  (2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(b) Subject to § 29-1004.04 and subsections (c), (d), (e) and (f) of this section, an amendment to the bylaws shall be approved by:
  (1) At least a majority vote of the voting power of all members present at a members meeting called under § 29-1004.02 , unless the organic rules require a greater percentage; and
  (2) If a limited cooperative association has investor members, a majority of the votes cast by patron members, unless the organic rules require a larger affirmative vote by patron members.
(c) The organic rules may require that the percentage of votes under subsection (a)(1) or (b)(1) of this section be:
  (1) A different percentage that is not less than a majority of members voting at the meeting;
  (2) Measured against the voting power of all members; or
  (3) A combination of paragraphs (1) and (2) of this subsection.
(d) Consent in a record by a member shall be delivered to a limited cooperative association before delivery of an amendment to the articles of organization or restated articles of organization for filing pursuant to § 29-1004.07 if, as a result of the amendment, the member will have:
  (1) Personal liability for an obligation of the association; or
  (2) An obligation or liability for an additional contribution.
(e) The vote required to amend bylaws shall satisfy the requirements of subsection (a) of this section if the proposed amendment modifies:
  (1) The equity capital structure of the limited cooperative association, including the rights of the association’s members to share in profits or distributions, or the relative rights, preferences, and restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly situated members;
  (2) The transferability of a member’s interest;
  (3) The manner or method of allocation of profits or losses among members;
  (4) The quorum for a meeting and the rights of voting and governance; or
  (5) Unless otherwise provided in the organic rules, the terms for admission of new members.
(f) Except for the matters described in subsection (e) of this section, the articles of organization may delegate amendment of all or a part of the bylaws to the board of directors without requiring member approval.
(g) If the articles of organization delegate amendment of bylaws to the board of directors, the board shall provide a description of any amendment of the bylaws made by the board to the members in a record not later than 30 days after the amendment, but the description may be provided at the next annual members meeting if the meeting is held within the 30-day period.
D.C. Code § 29-305.40 — DC Code / Title 29 / Chapter 3 / § 29-305.40
§ 29-305.40. Voting trusts.
Status: in_force

(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation’s principal office.
(b) A voting trust shall be effective on the date the 1st shares subject to the trust are registered in the trustee’s name. A voting trust shall not be valid for not more than 10 years after its effective date unless extended under subsection (c) of this section.
(c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing written consent to the extension. An extension shall be valid for 10 years after the date the 1st shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of beneficial owners to the corporation’s principal office. An extension agreement binds only those parties signing it.
D.C. Code § 29-205.06 — DC Code / Title 29 / Chapter 2 / § 29-205.06
§ 29-205.06. Effect of domestication.
Status: in_force

(a) When a domestication becomes effective:
  (1) The domesticated entity shall be:
    (A) Organized under and subject to the organic law of the domesticated entity; and
    (B) The same entity without interruption as the domesticating entity;
  (2) All property of the domesticating entity shall continue to be vested in the domesticated entity without transfer, reversion, or impairment;
  (3) All liabilities of the domesticating entity shall continue as liabilities of the domesticated entity;
  (4) Except as otherwise provided by law other than this chapter or the plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity shall remain in the domesticated entity;
  (5) The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;
  (6) If the domesticated entity is a filing entity, its public organic record shall be effective and shall be binding on its interest holders;
  (7) If the domesticated entity is a limited liability partnership, its statement of qualification shall be effective simultaneously;
  (8) The private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication shall be effective and shall be binding on and enforceable by:
    (A) Its interest holders; and
    (B) In the case of a domesticated entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the domesticated entity’s private organic rules; and
  (9) The interests in the domesticating entity shall be converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity shall be entitled only to the rights provided to them under the plan of domestication, and to any appraisal rights they have under § 29-201.09 and the domesticating entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication shall not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the domesticating entity.
(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the domestication becomes effective.
(d) When a domestication becomes effective:
  (1) The domestication shall not discharge any interest holder liability under the organic law of a domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective;
  (2) A person shall not have interest holder liability under the organic law of a domestic domesticating entity for any liability that arises after the domestication becomes effective;
  (3) The organic law of a domestic domesticating entity shall continue to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) of this subsection as if the domestication had not occurred; and
  (4) A person shall have whatever rights of contribution from any other person as are provided by the organic law or organic rules of a domestic domesticating entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the domestication had not occurred.
(e) When a domestication becomes effective, a foreign entity that is the domesticated entity may be served with process in the District for the collection and enforcement of any of its liabilities in the manner provided in § 29-104.12 .
(f) If the domesticating entity is a registered foreign entity, the certificate of registration or other foreign qualification of the domesticating entity shall be canceled when the domestication becomes effective.
(g) A domestication shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.
D.C. Code § 29-1003.04 — DC Code / Title 29 / Chapter 10 / § 29-1003.04
§ 29-1003.04. Bylaws.
Status: in_force

(a) Bylaws shall be in a record and, if not stated in the articles of organization, shall include:
  (1) A statement of the capital structure of the limited cooperative association, including:
    (A) The classes or other types of members’ interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member’s interest; and
    (B) The rights to share in profits or distributions of the association;
  (2) A statement of the method for admission of members;
  (3) A statement designating voting and other governance interests, including which members have voting power and any restriction on voting power;
  (4) A statement that a member’s interest is transferable if it is to be transferable and a statement of the conditions upon which it may be transferred;
  (5) A statement concerning the manner in which profits and losses are allocated, and distributions are made, among patron members and, if investor members are authorized, the manner in which profits and losses are allocated, and how distributions are made, among investor members and between patron members and investor members;
  (6) A statement concerning:
    (A) Whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and
    (B) The manner in which profits and losses are allocated and distributions are made with respect to those persons; and
  (7) A statement of the number and terms of directors or the method by which the number and terms are determined.
(b) Subject to § 29-1001.09(c) and the articles of organization, bylaws may contain any other provision for managing and regulating the affairs of the association.
(c) In addition to amendments permitted under subchapter IV of this chapter , the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.
D.C. Code § 29-1005.05 — DC Code / Title 29 / Chapter 10 / § 29-1005.05
§ 29-1005.05. Right of member and former member to information.
Status: in_force

(a) On reasonable notice a member may inspect and copy, at the principal office or a reasonable location specified by the limited cooperative association, required information listed in § 29-1001.10(a)(1) through (8) during regular business hours. A member need not have any particular purpose for seeking the information. The association shall not be required to provide the same information listed in § 29-1001.10(a)(2) through (8) to the same member more than once during a 6-month period.
(b) On reasonable notice, a member may inspect and copy, at the principal office or a reasonable location specified by the limited cooperative association, required information listed in § 29-1001.10(a)(9) , (10), (12), (13), (16), and (18) during regular business hours, if:
  (1) The member seeks the information in good faith and for a proper purpose reasonably related to the member’s interest;
  (2) The demand includes a description with reasonable particularity of the information sought and the purpose for seeking the information;
  (3) The information sought is directly connected to the member’s purpose; and
  (4) The demand is reasonable.
(c) Not later than 10 business days after receipt of a demand pursuant to subsection (b) of this section, a limited cooperative association shall provide, in a record, the following information to the member that made the demand:
  (1) If the association agrees to provide the demanded information:
    (A) What information the association will provide in response to the demand; and
    (B) A reasonable time and place at which the association will provide the information; or
  (2) If the association declines to provide some or all of the demanded information, the association’s reasons for declining.
(d) Not later than 10 business days after a limited cooperative association receives a demand made in a record, a dissociated member may 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 association shall respond to a demand made pursuant to this subsection in the manner provided in subsection (c) of this section.
(e) Not later than 10 business days after receipt by a limited cooperative association of a demand made by a member in a record, but not more often than once in a 6-month period, the association shall deliver to the member a record stating the information with respect to the member required by § 29-1001.10(a)(17) .
(f) In addition to any restriction or condition stated in its organic rules, a limited cooperative association, 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 as confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the association shall have the burden of proving reasonableness.
(g) A limited cooperative association may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h) 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 organic rules or subsection (f) of this section applies both to the agent or legal representative and the member or dissociated member.
(i) The rights stated in this section shall not extend to a person as transferee.
(j) The organic rules may require a limited cooperative association to provide more information than required by this section and may establish conditions and procedures for providing the information.
D.C. Code § 29-610.05 — DC Code / Title 29 / Chapter 6 / § 29-610.05
§ 29-610.05. Reinstatement.
Status: in_force

(a) A partnership whose statement of qualification has been revoked administratively under § 29-610.04 may apply to the Mayor for reinstatement of the statement of qualification not later than 2 years after the effective date of the revocation. The application must state:
  (1) The name of the partnership at the time of the statement of qualification was administratively revoked, and, if needed, a different name that satisfies §§ 29-103.01 and 29-103.02 ;
  (2) The address of the principal office of the partnership and the name and address of its registered agent;
  (3) The effective date of administrative revocation of the partnership’s statement of qualification; and
  (4) That the grounds for revocation did not exist or have been cured.
(b) To have its statement of qualification reinstated, a partnership must pay all fees, taxes, and penalties that were due to the Mayor at the time of the administrative revocation and all fees, taxes, and penalties that would have been due to the Mayor while the partnership’s statement of qualification was revoked administratively.
(c) If the Mayor determines that the application 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:
  (1) Cancel the statement of revocation;
  (2) Prepare a statement of reinstatement stating the Mayor’s determination and the effective date of reinstatement;
  (3) File the statement of reinstatement; and
  (4) Serve a copy on the partnership.
(d) When reinstatement under this section is effective:
  (1) It relates back to and takes effect as of the effective date of the administrative revocation; and
  (2) The partnership’s status as a limited liability partnership continues as if the revocation had never occurred, except for the rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement.
D.C. Code § 29-701.07 — DC Code / Title 29 / Chapter 7 / § 29-701.07
§ 29-701.07. Effect of partnership agreement; nonwaivable provisions.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the partnership agreement shall govern relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter shall govern relations among the partners and between the partners and the partnership.
(b) A partnership agreement shall not:
  (1) Vary a limited partnership’s power under § 29-701.05 to sue, be sued, and defend in its own name;
  (2) Vary the law applicable to a limited partnership under § 29-701.06 ;
  (3) Vary the requirements of § 29-702.04 ;
  (4) Vary the information required under § 29-701.10 or unreasonably restrict the right to information under § 29-703.04 or § 29-704.07 , but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
  (5) Eliminate the duty of loyalty under § 29-704.08 , but the partnership agreement may:
    (A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
    (B) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
  (6) Relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness;
  (7) Eliminate the contractual obligation of good faith and fair dealing under §§ 29-703.05(b) and 29-704.08(d) , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
  (8) Vary the power of a person to dissociate as a general partner under § 29-706.04(a) , except to require that the notice under § 29-706.03(1) be in a record;
  (9) Vary the power of a court to decree dissolution in the circumstances specified in § 29-708.02 ;
  (10) Vary the requirement to wind up the partnership’s activities and affairs as specified in § 29-708.03 ;
  (11) Unreasonably restrict the right of a partner to maintain an action under subchapter IX of this chapter ;
  (12) Restrict the right of a partner:
    (A) Under § 29-710.06(a) to approve a merger; or
    (B) Under Chapter 2 of this title to approve a merger, interest exchange, conversion, or domestication;
  (13) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law;
  (14) Restrict rights under this chapter of a person other than a partner or a transferee;
  (15) Vary the right of a general partner under § 29-704.06(b)(2) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership;
  (16) Vary the provisions of § 29-709.06 , except that the partnership agreement may provide that the partnership may not have a special litigation committee;
  (17) Vary any requirement, procedure, or other provision of this title pertaining to:
    (B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this title.
(A) Registered agents; or
(c) Subject to subsection (b) of this section, but without limiting other terms that may be included in a partnership agreement, the following rules apply:
  (1) The partnership agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
  (2) If not manifestly unreasonable, the partnership agreement may:
    (A) Restrict or eliminate aspects of the duty of loyalty stated in § 29- 704.08(b);
    (B) Identify specific types or categories of activities and affairs that do not violate the duty of loyalty;
    (C) Alter the duty of care, but may not authorize willful or intentional misconduct or knowing violation of law; and
    (D) Alter or eliminate any other fiduciary duty.
(d) The court shall decide as a matter of law any claim made under subsection (b)(7) or (c)(2) of this section that a term of a partnership agreement is manifestly unreasonable. The court:
  (1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and
  (2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:
    (A) The objective of the term is unreasonable; or
    (B) The term is an unreasonable means to achieve the provision’s objective.
D.C. Code § 29-608.12 — DC Code / Title 29 / Chapter 6 / § 29-608.12
§ 29-608.12. Rescinding dissolution.
Status: in_force

(a) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective or the Superior Court has entered an order under § 29-608.01(5) or (6) dissolving the partnership.
(b) Rescinding dissolution under this section requires:
  (1) The consent of each partner;
  (2) If a statement of dissolution applicable to the partnership has been filed by the Mayor but has not become effective, delivery to the Mayor for filing of a statement of withdrawal under § 29-102.04 applicable to the statement of dissolution; and
  (3) If a statement of dissolution applicable to the partnership is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section.
(c) If a partnership rescinds its dissolution:
  (1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;
  (2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
  (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
D.C. Code § 29-411.07 — DC Code / Title 29 / Chapter 4 / § 29-411.07
§ 29-411.07. Security for costs; payment of expenses.
Status: in_force

(a) In any derivative proceeding brought under § 29-411.02(a) , the nonprofit corporation shall be entitled at any stage of the proceeding to seek an order requiring the plaintiffs to give security for reasonable expenses, including attorney fees and expenses, that may be incurred by the corporation in connection with the proceeding, to which security the corporation may have recourse in such amount as the Superior Court determines upon termination of the proceeding. The amount of security may be increased or decreased in the discretion of the court upon a showing that the security provided has or may become inadequate or excessive. Security may be denied or limited in the discretion of the court upon a preliminary showing, by application and upon such types of proof as may be required by the court, establishing prima facie that the requirement of full or partial security would impose undue hardship on plaintiffs and serious injustice would result.
(b) On termination of the derivative proceeding the Superior Court may order:
  (1) The nonprofit corporation to pay the plaintiff’s reasonable expenses, including attorneys’ fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;
  (2) The plaintiff to pay any defendant’s reasonable expenses, including attorneys’ fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
  (3) A party to pay an opposing party’s reasonable expenses, including attorneys’ fees, incurred because of the filing of a pleading, motion, or other paper, if it finds that the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
D.C. Code § 29-406.55 — DC Code / Title 29 / Chapter 4 / § 29-406.55
§ 29-406.55. Determination and authorization of indemnification.
Status: in_force

(a) A nonprofit corporation shall not indemnify a director under § 29-406.51 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in § 29-406.51 .
(b) The determination shall be made:
  (1) If there are 2 or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom will constitute a quorum for that purpose, or by a majority of the members of a committee of 2 or more disinterested directors appointed by such a vote;
  (2) By special legal counsel:
    (A) Selected in the manner prescribed in paragraph (1) of this subsection; or
    (B) If there are fewer than 2 disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or
  (3) By the members.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than 2 disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection (b)(2)(B) of this section to select special legal counsel.
D.C. Code § 29-1115 — DC Code / Title 29 / Chapter 11 / § 29-1115
§ 29-1115. Admission, suspension, dismissal, or expulsion of member.
Status: in_force

(a) A person shall become a member and may be suspended, dismissed, or expelled in accordance with the association’s governing principles. If there are no applicable governing principles, a person shall become a member or be suspended, dismissed, or expelled from an association only by a vote of its members. A person shall not be admitted as a member without the person’s consent.
(b) Unless the governing principles provide otherwise, the suspension, dismissal, or expulsion of a member shall not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred, or commitment made, by the member before the suspension, dismissal, or expulsion.
D.C. Code § 29-808.04 — DC Code / Title 29 / Chapter 8 / § 29-808.04
§ 29-808.04. Pleading.
Status: in_force

In a derivative action under § 29-808.02 , the complaint shall state with particularity:
(1) The date and content of plaintiff’s demand and the response to the demand by the managers or other members; or
(2) If a demand has not been made, the reasons a demand under § 29-808.02(1) would be futile.
D.C. Code § 29-610.03 — DC Code / Title 29 / Chapter 6 / § 29-610.03
§ 29-610.03. Liability for improper distributions by limited liability partnership.
Status: in_force

(a) If a partner of a limited liability partnership consents to a distribution made in violation of § 29-610.02 and in consenting to the distribution fails to comply with § 29-604.07 , the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed pursuant to § 29-610.02 .
(b) A person that receives a distribution knowing that the distribution violated of § 29-604.07 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid in accordance with § 29-604.07 .
(c) A person against which an action is commenced because the person is liable under subsection (a) of this section may:
  (1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and
  (2) Implead any person that received a distribution in violation of subsection (b) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b) of this section.
(d) An action under this section is barred if not commenced not later than 2 years after the distribution.
D.C. Code § 29-915 — DC Code / Title 29 / Chapter 9 / § 29-915
§ 29-915. Voting — By mail or by electronic mail.
Status: in_force

(a) The articles or bylaws may provide for either or both of the following types of voting by mail or by electronic mail in accordance with § 29-305.09 [:]
  (1) That the secretary shall send to the members a copy of any proposal scheduled to be offered at a meeting, together with the notice of the meeting, and that the mail votes or the electronic mail votes by the members shall be counted together with those cast at the meeting if the mail votes or the electronic mail votes are returned to the association within a specified number of days; and
  (2) That the secretary shall send to any member absent from a meeting an exact copy of the proposal acted upon at the meeting, and that the mail vote or the electronic mail vote of the member upon such proposal, if returned within a specified number of days, shall be counted together with the votes cast at the meeting.
(b) The articles or bylaws may also determine whether and to what extent the mail votes or the electronic mail votes shall be counted in computing a quorum.
D.C. Code § 29-605.03 — DC Code / Title 29 / Chapter 6 / § 29-605.03
§ 29-605.03. Transfer of partner’s transferable interest.
Status: in_force

(a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership:
  (1) Is permissible;
  (2) Shall not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and
  (3) Shall not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b) A transferee of a partner’s transferable interest in the partnership shall have a right to:
  (1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
  (2) Receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
  (3) Seek under § 29-608.01(6) a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee shall be entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor shall retain the rights and duties of a partner other than the interest in distributions transferred.
(e) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.
(f) A transfer of a partner’s transferable interest in the 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) If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under §§ 29-604.04 and 29-610.03 known to the transferee when the transferee becomes a partner.
D.C. Code § 29-406.07 — DC Code / Title 29 / Chapter 4 / § 29-406.07
§ 29-406.07. Resignation of directors.
Status: in_force

(a) A director may resign at any time by delivering a signed notice in the form of a record to the chair of the board of directors or to an executive officer or the secretary of the corporation.
(b) A resignation shall be effective when the notice is delivered unless the notice specifies a later effective time.
D.C. Code § 29-306.55 — DC Code / Title 29 / Chapter 3 / § 29-306.55
§ 29-306.55. Determination and authorization of indemnification.
Status: in_force

(a) A corporation shall not indemnify a director under § 29-306.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in § 29-306.51 .
(b) The determination under subsection (a) of this section shall be made:
  (1) If there are 2 or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of 2 or more qualified directors appointed by such a vote;
  (2) By special legal counsel:
    (A) Selected in the manner prescribed in paragraph (1) of this subsection; or
    (B) If there are fewer than 2 qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or
  (3) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director shall not be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible; provided, that if there are fewer than 2 qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(B) of this section.
D.C. Code § 29-1002.03 — DC Code / Title 29 / Chapter 10 / § 29-1002.03
§ 29-1002.03. Liability for inaccurate information in filed record.
Status: in_force

If a record delivered to the Mayor for filing under this chapter and filed by the Mayor contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person’s behalf and knew at the time the record was signed that the information was inaccurate.
D.C. Code § 29-406.31 — DC Code / Title 29 / Chapter 4 / § 29-406.31
§ 29-406.31. Standards of liability for directors.
Status: in_force

(a) A director shall not be liable to the nonprofit corporation or its members for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:
  (1) None of the following, if interposed as a bar to the proceeding by the director, precludes liability:
    (A) Subsection (d) of this section or a provision in the articles of incorporation authorized by § 29-402.02(c) ;
    (B) Satisfaction of the requirements in § 29-406.70 for validating a conflicting interest transaction; or
    (C) Satisfaction of the requirements in § 29-406.80 for disclaiming a business opportunity; and
  (2) The challenged conduct consisted or was the result of:
    (A) Action not in good faith;
    (B) A decision:
      (i) Which the director did not reasonably believe to be in the best interests of the corporation; or
      (ii) As to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or
    (C) A lack of objectivity due to the director’s familial, financial, or business relationship with, or a lack of independence due to the director’s domination or control by, another person having a material interest in the challenged conduct:
      (i) Which relationship or which domination or control could reasonably be expected to have affected the director’s judgment respecting the challenged conduct in a manner adverse to the corporation; and
      (ii) After a reasonable expectation to such effect has been established, the director has not established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation;
    (D) A sustained failure of the director to devote attention to ongoing oversight of the activities and affairs of the corporation, or a failure to devote timely attention, by making, or causing to be made, appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need therefor; or
    (E) Receipt of a financial benefit to which the director was not entitled or any other breach of the director’s duties to deal fairly with the corporation and its members that is actionable under applicable law.
(b) The party seeking to hold the director liable:
  (1) For money damages, also has the burden of establishing that:
    (A) Harm to the nonprofit corporation or its members has been suffered; and
    (B) The harm suffered was proximately caused by the director’s challenged conduct;
  (2) For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, also has whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or
  (3) For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, also has whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.
(c) Nothing contained in this section:
  (1) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the nonprofit corporation under § 29-406.70(a)(3) , alters the burden of proving the fact or lack of fairness otherwise applicable;
  (2) Alters the fact or lack of liability of a director under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under § 29-406.33 , a conflicting interest transaction under § 29-406.70 , or taking advantage of a business opportunity under § 29-406.80 ; or
  (3) Affects any rights to which the corporation or a director or member may be entitled under another statute of the District or the United States.
(d) Notwithstanding any other provision of this section, a director of a charitable corporation shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:
  (1) The amount of a financial benefit received by the director to which the director is not entitled;
  (2) An intentional infliction of harm;
  (3) A violation of § 29-406.33 ; or
  (4) An intentional violation of criminal law.
D.C. Code § 29-906 — DC Code / Title 29 / Chapter 9 / § 29-906
§ 29-906. Articles of incorporation — Contents.
Status: in_force

(a) Articles of incorporation shall be signed by each of the incorporators and acknowledged by at least 3 of them if individuals, and by the presidents and secretaries, if associations, before an officer authorized to take acknowledgments.
(b) Within the limitations of this chapter, the articles shall contain:
  (1) A statement as to the purpose or purposes for which the association is formed;
  (2) The name of the association;
  (3) The term of existence of the association, which may be perpetual;
  (4) The location and address of the principal office of the association;
  (5) The information required by § 29-104.04 ;
  (6) The names and addresses of the incorporators of the association;
  (7) The names and addresses of the directors who will manage the affairs of the association for the first year, unless sooner changed by the members;
  (8) A statement of whether the association is organized with or without shares, and the number of shares or memberships subscribed for;
  (9) If organized with shares, a statement of the amount of authorized capital, the number and types of shares and the par value thereof (which may be placed at any figure), and the rights, preferences, and restrictions of each type of share;
  (10) (A) The minimum number or value of shares which must be owned to qualify for membership; and
    (B) If organized without shares, a statement of whether the property rights of members must be equal or unequal, and if unequal, the rule by which their rights shall be determined;
  (11) The maximum amount or percentage of capital which may be owned or controlled by any member, including a statement of whether or not each member is limited to a single share, and whether such single shares are of various par values; and
  (12) The method by which any surplus, upon dissolution of the association, is distributed, in conformity with the requirements of § 29-934 for division of the surplus.
(c) The articles may also contain any other provisions, not inconsistent with law or with this chapter, for the conduct of the association’s affairs.
D.C. Code § 29-309.04 — DC Code / Title 29 / Chapter 3 / § 29-309.04
§ 29-309.04. Action on a plan of merger or share exchange.
Status: in_force

In the case of a domestic corporation that is a party to a merger or share exchange:
(1) The plan of merger or share exchange shall be adopted by the board of directors.
(2) Except as otherwise provided in paragraph (7) of this section and in § 29-309.05 , after adopting the plan of merger or share exchange, the board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.
(3) The board of directors may condition its submission of the plan of merger or share exchange to the shareholders on any basis.
(4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. The notice shall also include or be accompanied by a copy or summary of the articles of incorporation of the survivor.
(5) Unless the articles of incorporation, or the board of directors acting pursuant to paragraph (3) of this subsection, requires a greater vote or a greater number of votes to be present, approval of the plan of merger or share exchange shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the plan exists, and, if any class or series of shares is entitled to vote as a separate group on the plan of merger or share exchange, the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the merger or share exchange by that voting group is present.
(6) Separate voting by voting groups shall be required:
  (A) On a plan of merger, by each class or series of shares that:
    (i) Are to be converted under the plan of merger into other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing; or
    (ii) Would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under § 29-308.04 ;
  (B) On a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and
  (C) On a plan of merger or share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger or share exchange.
(7) Unless the articles of incorporation otherwise provide, approval by the corporation’s shareholders of a plan of merger or share exchange shall not be required if:
  (A) The corporation will survive the merger or is the acquiring corporation in a share exchange;
  (B) Except for amendments permitted by § 29-308.05 , its articles of incorporation will not be changed;
  (C) Each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or share exchange will hold the same number of shares, with identical preferences, limitations, and relative rights, immediately after the effective date of the merger or share exchange; and
  (D) The issuance in the merger or share exchange of shares or other securities convertible into or rights exercisable for shares does not require a vote under § 29-304.21(f) .
(8) If as a result of a merger or share exchange one or more shareholders of a domestic business corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability.
D.C. Code § 29-1012.04 — DC Code / Title 29 / Chapter 10 / § 29-1012.04
§ 29-1012.04. Voluntary dissolution before commencement of activity.
Status: in_force

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.
D.C. Code § 29-201.09 — DC Code / Title 29 / Chapter 2 / § 29-201.09
§ 29-201.09. Appraisal rights.
Status: in_force

(a) An interest holder of a domestic merging, acquired, converting, or domesticating entity shall be entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:
  (1) The organic law permits the organic rules to limit the availability of appraisal rights; and
  (2) The organic rules provide such limit.
(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity shall be entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided:
  (1) In the entity’s organic rules;
  (2) In the plan; or
  (3) In the case of a business corporation, by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, subchapter XI of Chapter 3 of this title shall apply to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.
D.C. Code § 29-804.08 — DC Code / Title 29 / Chapter 8 / § 29-804.08
§ 29-804.08. Reimbursement, indemnification, advancement, and insurance.
Status: in_force

(a) A limited liability company shall reimburse for any payment made, and indemnify for any debt, obligation, or other liability incurred, by a member of a member-managed company or the manager of a manager-managed company in the course of the member’s or manager’s activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in §§ 29-804.05 and 29-804.09 .
(b) A limited liability company may purchase insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under § 29-801.07(c)(13) , the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability.
(c) In the ordinary course of its activities and affairs, a limited liability company 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 member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (a) of this section.
D.C. Code § 29-608.03 — DC Code / Title 29 / Chapter 6 / § 29-608.03
§ 29-608.03. Right to wind up partnership.
Status: in_force

(a) After dissolution, a partner that has not wrongfully dissociated may participate in winding up the partnership’s activities and affairs, but on application of any partner, partner’s legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership’s activities and affairs.
(c) A person winding up a partnership’s activities and affairs may preserve the partnership activities or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s activities, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to § 29-608.07 , settle disputes by mediation or arbitration, and perform other necessary acts.
D.C. Code § 29-1205.03 — DC Code / Title 29 / Chapter 12 / § 29-1205.03
§ 29-1205.03. Action by trustees.
Status: in_force

On any matter that is to be acted on by trustees, the following rules apply:
(1) The trustees shall act by majority of the trustees.
(2) The trustees may act without a meeting, without previous notice, and without a vote, if the minimum number of trustees necessary to authorize or take the action at a meeting at which all trustees entitled to vote thereon were present and voted consent in a signed record. However, prompt notice of the action shall be given to those trustees that did not consent.
(3) A trustee may vote in person or by proxy, but, if by proxy, the proxy shall be in a signed record.
D.C. Code § 29-1003.01 — DC Code / Title 29 / Chapter 10 / § 29-1003.01
§ 29-1003.01. Organizers.
Status: in_force

A limited cooperative association shall be organized by one or more organizers.
D.C. Code § 29-1205.01 — DC Code / Title 29 / Chapter 12 / § 29-1205.01
§ 29-1205.01. Management of statutory trust.
Status: in_force

The activities and affairs of a statutory trust shall be managed by or under the authority of its trustees.
D.C. Code § 29-305.50 — DC Code / Title 29 / Chapter 3 / § 29-305.50
§ 29-305.50. Definitions.
Status: in_force

For the purposes of this part, the term:
(1) “Derivative proceeding” means a civil action in the right of a domestic corporation or, to the extent provided in § 29-305.57 , in the right of a foreign corporation.
(2) “Shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner’s behalf.
D.C. Code § 29-804.02 — DC Code / Title 29 / Chapter 8 / § 29-804.02
§ 29-804.02. Form of contribution.
Status: in_force

A contribution may consist of property transferred, services performed, or another benefit provided to the limited liability company or an agreement to transfer property, perform services, or provide another benefit to the company.
D.C. Code § 29-1005.14 — DC Code / Title 29 / Chapter 10 / § 29-1005.14
§ 29-1005.14. Voting requirements for members.
Status: in_force

If a limited cooperative association has both patron and investor members, the following rules shall apply:
(1) The total voting power of all patron members shall not be less than a majority of the entire voting power entitled to vote.
(2) Action on any matter shall be approved only upon the affirmative vote of at least a majority of:
  (A) All members voting at the meeting unless more than a majority is required by subchapters IV, XII, XIV, or XV of this chapter or the organic rules; and
  (B) Votes cast by patron members unless the organic rules require a larger affirmative vote by patron members.
(3) The organic rules may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.
D.C. Code § 29-805.03 — DC Code / Title 29 / Chapter 8 / § 29-805.03
§ 29-805.03. Charging order.
Status: in_force

(a) On application by a judgment creditor of a member or transferee, the Superior Court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in subsection (f) of this section, a charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the Superior Court may:
  (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
  (2) Make all other orders necessary to give effect to the charging order.
(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the Superior Court may foreclose the lien and order the sale of the transferable interest. Except as otherwise provided in subsection (f) of this section, the purchaser at the foreclosure sale shall obtain the transferable interest, shall not thereby become a member, and shall be subject to § 29-805.02 .
(d) At any time before foreclosure under subsection (c) of this section, the member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the Superior Court.
(e) At any time before foreclosure under subsection (c) of this section, a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f) If a court orders foreclosure of a charging order lien against the sole member of a limited liability company:
  (1) The court shall confirm the sale;
  (2) The purchaser at the sale obtains the member’s entire interest, not only the member’s transferable interest;
  (3) The purchaser thereby becomes a member; and
  (4) The person whose interest was subject to the foreclosed charging order is dissociated as a member.
(g) This chapter shall not deprive any member or transferee of the benefit of any exemption laws applicable to the member’s or transferee’s transferable interest.
(h) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest.
D.C. Code § 29-405.06 — DC Code / Title 29 / Chapter 4 / § 29-405.06
§ 29-405.06. Waiver of notice.
Status: in_force

(a) A member 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 or of the meeting or action. The waiver shall be in the form of a record, be signed by the member entitled to the notice, and be delivered to the membership corporation for inclusion in the minutes or filing with the corporate records.
(b) The attendance of a member at a meeting waives objection to:
  (1) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting at the meeting;
  (2) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects at the meeting to considering the matter.
D.C. Code § 29-705.02 — DC Code / Title 29 / Chapter 7 / § 29-705.02
§ 29-705.02. Liability for contributions.
Status: in_force

(a) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall not be excused by the partner’s death, disability, or other inability to perform personally.
(b) If a partner does not make a promised non-monetary contribution, the partner shall be obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.
(c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, without notice of any compromise under this subsection, may enforce the original obligation.
D.C. Code § 29-604.08 — DC Code / Title 29 / Chapter 6 / § 29-604.08
§ 29-604.08. Actions by partnership and partners.
Status: in_force

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to enforce the:
  (1) Partner’s rights under the partnership agreement;
  (2) Partner’s rights under this chapter, including:
    (A) The partner’s rights under § 29-604.01 , § 29-604.03 , or § 29-604.04 ;
    (B) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to § 29-607.01 or enforce any other right under subchapter VI or VII of this chapter; or
    (C) The partner’s right to compel a dissolution and winding up of the partnership business under § 29-608.01 or enforce any other right under subchapter VIII of this chapter ; or
  (3) Rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section shall be governed by other law. A right to an accounting upon a dissolution and winding up shall not revive a claim barred by law.
D.C. Code § 29-1303.04 — DC Code / Title 29 / Chapter 13 / § 29-1303.04
§ 29-1303.04. Benefit officer.
Status: in_force

(a) A benefit corporation may designate a benefit officer.
(b) A benefit officer shall have:
  (1) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided:
    (A) By the bylaws; or
    (B) Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and
  (2) The duty to prepare the benefit report required by § 29-1304.01 .
D.C. Code § 29-404.02 — DC Code / Title 29 / Chapter 4 / § 29-404.02
§ 29-404.02. Admission.
Status: in_force

(a) The articles of incorporation or bylaws of a membership corporation may establish criteria or procedures for admission of members.
(b) A person shall not be admitted as a member without the person’s consent.
(c) If a membership corporation provides certificates of membership to the members, the certificates shall not be registered and shall not be transferable except as otherwise provided in the articles of incorporation or bylaws.
(d) A person shall not be a member of a nonprofit corporation unless the person meets the definition of a “member” in § 29-401.02 , regardless of whether the corporation refers to the person as a member.
D.C. Code § 29-408.08 — DC Code / Title 29 / Chapter 4 / § 29-408.08
§ 29-408.08. Amendment pursuant to reorganization.
Status: in_force

(a) A nonprofit corporation’s articles of incorporation may be amended without action by the board of directors, a designated body, or the members 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) An individual designated by the 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 statute.
(c) This section shall not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
D.C. Code § 29-710.06 — DC Code / Title 29 / Chapter 7 / § 29-710.06
§ 29-710.06. Restrictions on approval of mergers and on relinquishing limited liability limited partnership status.
Status: in_force

(a) If a partner of a constituent limited partnership will have personal liability with respect to any organization as a result of a merger, approval and amendment of a plan of merger shall be ineffective without the consent of that partner, unless:
  (1) The limited partnership’s partnership agreement provides for the approval of the merger with the consent of less than all the partners; and
  (2) The partner has consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless:
  (1) The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and
  (2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner shall not give the consent required by subsection (a) or (b) of this section merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
D.C. Code § 29-507 — DC Code / Title 29 / Chapter 5 / § 29-507
§ 29-507. Number of directors.
Status: in_force

A professional corporation shall have one or more directors, without regard to the number of shareholders.
D.C. Code § 29-406.41 — DC Code / Title 29 / Chapter 4 / § 29-406.41
§ 29-406.41. Duties of officers.
Status: in_force

Each officer has the authority and shall perform the duties set forth in the articles of incorporation or bylaws or, to the extent consistent with the articles and bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
D.C. Code § 29-305.03 — DC Code / Title 29 / Chapter 3 / § 29-305.03
§ 29-305.03. Court-ordered meeting.
Status: in_force

(a) The Superior Court may summarily order a meeting to be held on application of a shareholder:
  (1) Entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective 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) That signed a demand for a special meeting valid under § 29-305.02 , 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 shares entitled to participate in the meeting, specify a record date for determining shareholders 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 or purposes of the meeting.
D.C. Code § 29-305.05 — DC Code / Title 29 / Chapter 3 / § 29-305.05
§ 29-305.05. Notice of meeting.
Status: in_force

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no less than 10, or more than, 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to § 29-305.09 for any class or series of shareholders, the notice to such class or series of shareholders shall describe the means of remote communication to be used. Unless this chapter or the articles of incorporation require otherwise, the corporation shall give notice only to shareholders entitled to vote at the meeting.
(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under § 29-305.03 or [§] 29-305.07, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting shall be the day before the 1st notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment; provided, that if a new record date for the adjourned meeting is or must be fixed under § 29-305.07 , notice of the adjourned meeting shall be given under this section to persons that are shareholders as of the new record date.
D.C. Code § 29-610.02 — DC Code / Title 29 / Chapter 6 / § 29-610.02
§ 29-610.02. Limitations on distributions by limited liability partnership.
Status: in_force

(a) A limited liability partnership may not make a distribution, including a distribution under § 29-608.08 , if after the distribution:
  (1) The limited liability partnership would not be able to pay its debts as they become due in the ordinary course of the partnership’s activities and affairs; or
  (2) Except as permitted in the partnership agreement, the limited liability partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights of the partners and transferees upon dissolution and winding up whose preferential rights are superior to the right to receive distributions of the persons receiving the distribution.
(b) A limited liability partnership may base a determination that a distribution is not prohibited under subsection (a) of this section on:
  (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or
  (2) A fair valuation or other method that is reasonable under the circumstances.
(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:
  (1) In the case of a distribution as defined in § 29-601.02(3) , as of the earlier of the date:
    (A) Money or other property is transferred or debt is incurred by the limited liability partnership; or
    (B) The person entitled to the distribution ceases to own the interest or rights being acquired by the limited liability partnership in return for the distribution;
  (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
  (3) In all other cases, as of the date:
    (A) The distribution is authorized, if the payment occurs not later than 120 days after that date; or
    (B) The payment is made, if the payment occurs more than 120 days after the distribution is authorized.
(d) A limited liability partnership’s indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company’s indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
(e) A limited liability partnership’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 a 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 is 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 § 29-608.07 , the debts and liabilities of a dissolved limited liability partnership do not include any claim that has been disposed of under § 29-608.08 , 29-608.09, or 29-608.10.
D.C. Code § 29-306.20 — DC Code / Title 29 / Chapter 3 / § 29-306.20
§ 29-306.20. Meetings.
Status: in_force

(a) The board of directors may hold regular or special meetings in or outside of the District.
(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
D.C. Code § 29-1008.14 — DC Code / Title 29 / Chapter 10 / § 29-1008.14
§ 29-1008.14. Waiver of notice of meeting.
Status: in_force

(a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.
(b) Unless the organic rules otherwise provide, a director’s participation in a meeting shall be a waiver of notice of that meeting unless the director:
  (1) Objects to the meeting at the beginning of the meeting or promptly upon the director’s arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or
  (2) Promptly objects upon the introduction of any matter for which notice under § 29-1008.13 has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.
D.C. Code § 29-503 — DC Code / Title 29 / Chapter 5 / § 29-503
§ 29-503. Applicability.
Status: in_force

This chapter shall not apply to any corporation now in existence or hereafter organized which may lawfully render professional services other than pursuant to this chapter. This chapter shall not alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any form of business organization. A corporation organized under Chapter 3 of this title may be brought within this chapter by complying with this chapter and filing amended or restated articles of incorporation meeting the requirements of § 29-506 .
D.C. Code § 29-105.02 — DC Code / Title 29 / Chapter 1 / § 29-105.02
§ 29-105.02. Registration to do business in the District.
Status: in_force

(a) A foreign filing entity or foreign limited liability partnership shall not do business in the District until it registers with the Mayor under this chapter.
(b) A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.
(c) The failure of a foreign filing entity or foreign limited liability partnership to register to do business in the District shall not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in the District.
(d) The liability of an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership shall be governed by the laws of its jurisdiction of formation. Any limitation on that liability shall be not waived shall [sic] solely because the foreign filing entity or foreign limited liability partnership does business in the District without registering.
(e) Section 29-105.01(a) and (b) shall apply even if a foreign entity fails to register under this chapter.
(f) A foreign filing entity that does business in the District without being registered under § 29-105.03 shall be liable for all fees, penalties, and other charges for which the entity would have been liable if it had registered and had filed all reports required by this chapter for the period during which it did business in the District. The Attorney General for the District of Columbia may bring an action in the Superior Court of the District of Columbia to recover these fees, penalties, and other charges. A foreign entity shall not be registered under this chapter until it has paid these fees, penalties, and other charges.
D.C. Code § 29-314.01 — DC Code / Title 29 / Chapter 3 / § 29-314.01
§ 29-314.01. Application to existing domestic corporations.
Status: in_force

Except as otherwise provided by § 29-107.01 , this chapter shall apply to all domestic corporations in existence on its effective date that were incorporated under any general statute of the District providing for incorporation of corporations for profit.
D.C. Code § 29-1114 — DC Code / Title 29 / Chapter 11 / § 29-1114
§ 29-1114. Duties of member.
Status: in_force

(a) A member shall not have a fiduciary duty to an unincorporated nonprofit association or to another member solely by being a member.
(b) A member shall discharge the duties to the unincorporated nonprofit association and the other members and exercise any rights under this chapter consistent with the governing principles and the obligation of good faith and fair dealing.