D.C. Code § 29-708.11 — DC Code / Title 29 / Chapter 7 / § 29-708.11
§ 29-708.11. Court proceedings.
Status: in_force

(a) A dissolved limited partnership that has published a notice under § 29-708.06(b) may file an application with the Superior Court, or, if the principal office is not located in the District, in an appropriate court where the company’s principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 29-708.06(c) .
(b) Not later than 10 days after the filing of an application under subsection (a) of this section, the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(c) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(d) A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee that received assets in liquidation.
D.C. Code § 29-1207.01 — DC Code / Title 29 / Chapter 12 / § 29-1207.01
§ 29-1207.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “Constituent statutory trust” means a statutory trust that is party to a merger.
(2) “Governing law” means the law that governs the organization’s internal affairs.
(3) (A) “Organization” means:
    (i) A common-law trust that does not have a predominantly donative purpose;
    (ii) General partnership, including a limited liability partnership;
    (iii) Limited partnership, including a limited liability limited partnership;
    (iv) Limited liability company;
    (v) Corporation; or
    (vi) Foreign statutory trust.
  (B) The term “organization” shall include a domestic or foreign organization whether or not organized for profit.
(4) “Organizational documents” means the records that create an organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(5) “Surviving organization” means an organization into which one or more other organizations are merged, whether the surviving organization preexisted the merger or was created by the merger.
D.C. Code § 29-603.02 — DC Code / Title 29 / Chapter 6 / § 29-603.02
§ 29-603.02. Transfer of partnership property.
Status: in_force

(a) Partnership property may be transferred as follows:
  (1) Subject to the effect of a statement of partnership authority under § 29-603.03 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
  (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them in their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
  (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them in their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 29-603.01 and:
  (1) As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person that executed the instrument of initial transfer lacked authority to bind the partnership; or
  (2) As to a transferee who gave value for property transferred under subsection (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person that executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership shall not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.
(d) If a person holds all of the partners’ interests in the partnership, all of the partnership property shall vest in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
D.C. Code § 29-802.03 — DC Code / Title 29 / Chapter 8 / § 29-802.03
§ 29-802.03. Signing of records to be delivered for filing to Mayor.
Status: in_force

(a) A record delivered to the Mayor for filing pursuant to this chapter must be signed as follows:
  (1) Except as otherwise provided in paragraph (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company.
  (2) A limited liability company’s initial certificate of organization shall be signed by at least one person acting as an organizer.
  (3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the company’s activities and affairs under § 29-807.02(c) or a person appointed under § 29-807.02(d) to wind up those activities and affairs.
  (4) A statement of denial by a person under § 29-803.03 shall be signed by that person.
  (5) Any other record delivered to the Mayor for filing on behalf of a person shall be signed by that person.
(b) A person that signs a record as an agent or legal representative thereby affirms that the person is authorized to sign the record.
D.C. Code § 29-402.04 — DC Code / Title 29 / Chapter 4 / § 29-402.04
§ 29-402.04. Liability for preincorporation transactions.
Status: in_force

All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, shall be jointly and severally liable for all liabilities created while so acting.
D.C. Code § 29-931 — DC Code / Title 29 / Chapter 9 / § 29-931
§ 29-931. Allocation and distribution of net savings.
Status: in_force

At least once a year the members or the directors, or both, as the articles or bylaws may provide, shall apportion the net savings of the association in the following order:
(1) Not less than 10% shall be placed in a reserve fund until such time as the fund equals at least 50% of the paid-up capital. The fund may be used in the general conduct of the business. The amounts apportioned to the reserve fund shall be allocated on the books of the association on a patronage basis or, in lieu thereof, the books and records of the association shall afford a means for doing so, in order that upon dissolution or earlier, if deemed advisable, the reserves may be returned to the patrons who have contributed the same, subject to the limitations of § 29-934 .
(2) A return upon capital, within the limitations of § 29-922 , may be paid upon share capital, or, if the bylaws so provide, upon the membership capital certificates of a nonshare association, but the return upon capital may be paid only out of the surplus of the aggregate of the assets over the aggregate of the liabilities, including in the latter the amount of the capital stock, after deducting from the aggregate of the assets the amount by which such aggregate was increased by unrealized appreciation in value or revaluation of fixed assets.
(3) A portion of the remainder, as determined by the articles or bylaws, shall be allocated to an educational fund to be used in teaching cooperation, and a portion may also be allocated to funds for the general welfare of the members of the association.
(4) The remainder shall be allocated at the same uniform rate to all patrons of the association in proportion to their individual patronage in accordance with the following rules:
  (A) In the case of a member patron, the member’s proportionate amount of savings returns shall be distributed to the member unless the member agrees that the association should credit the amount to the member’s account toward the purchase of an additional share or shares or additional membership capital.
  (B) In the case of a subscriber patron, the patron’s proportionate amount of savings returns may, as the articles or bylaws provide, be distributed to the patron or credited to the patron’s account until the amount of capital subscribed for has been fully paid.
  (C) In the case of a nonmember patron, the patron’s proportionate amount of savings returns shall be set aside in a general fund for such patrons and shall be allocated to individual nonmember patrons only upon request and presentation of evidence of the amount of their patronage. Any savings return so allocated shall be credited to such patron toward payment of the minimum amount of share or membership capital necessary for membership. When a sum equal to this amount has accumulated at any time within a period of time specified in the bylaws, the patron shall be deemed to be, and becomes, a member of the association if the patron so agrees or requests and complies with any provisions in the bylaws for admission to membership. The certificates of shares or membership to which the patron is entitled shall then be issued to the patron.
  (D) (i) Sub-subparagraph (ii) of this subparagraph shall apply if within any periods of time specified in the articles or bylaws:
      (I) Any subscriber has not accumulated and paid in the amount of capital subscribed for;
      (II) Any nonmember patron has not accumulated in the patron’s individual account the sum necessary for membership; or
      (III) Any nonmember patron has accumulated the sum necessary for membership, but the patron does not request or agree to become a member, or fails to comply with the provisions of the bylaws, if any, for admission to membership.
    (ii) If any of the conditions set forth in sub-subparagraph (i) of this subparagraph occur, the amounts so accumulated or paid in and any part of the general fund for nonmember patrons which has not been allocated to individual nonmember patrons shall go to the educational fund and, thereafter, no member or other patron shall have any rights in this paid-in capital or accumulated savings returns as such; provided, that nothing in this section prevents an association:
      (I) Under this chapter which is engaged in rendering services from disposing of the net savings from the rendering of such services in such manner as to lower the fees charged for services or otherwise to further the common benefit of the members; or
      (II) From adopting a system whereby the payment of savings returns which would otherwise be distributed, shall be deferred for a fixed period of months or years, or from adopting a system whereby the savings returns distributed shall be partly in cash, partly in shares, the shares to be retired at a fixed future date, in the order of their serial number or date of issue.
D.C. Code § 29-405.20 — DC Code / Title 29 / Chapter 4 / § 29-405.20
§ 29-405.20. Members list for meeting.
Status: in_force

(a) After fixing a record date for a meeting, a membership corporation shall prepare an alphabetical list of the names of all its members that are entitled to notice of that meeting of the members. The list shall show the address of and number of votes each member is entitled to cast at the meeting.
(b) The list of members shall be available for inspection by any member, beginning 2 business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the membership corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A member or the member’s agent shall be entitled on demand in the form of a record to inspect and, subject to the requirements of § 29-413.02(c) , to copy the list, during regular business hours and at the member’s expense, during the period it is available for inspection.
(c) The membership corporation shall make the list of members available at the meeting, and a member or the member’s agent is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If a membership corporation refuses to allow a member or the member’s agent to inspect the list of members before or at the meeting, or copy the list as permitted by subsection (b) of this section, the Superior Court on application of the member, may:
  (1) Summarily order the inspection or copying at the corporation’s expense;
  (2) Postpone the meeting for which the list was prepared until the inspection or copying is complete;
  (3) Order the corporation to pay the member’s costs, including reasonable attorney’s fees, incurred to obtain the order; and
  (4) Order other appropriate relief.
(e) Refusal or failure to prepare or make available the list of members shall not affect the validity of action taken at the meeting.
(f) Instead of making the list of members available as provided in subsection (b) of this section, a membership corporation may state in a notice of meeting that the corporation has elected to proceed under this subsection. A member of a corporation that has elected to proceed under this subsection shall state in the member’s demand for inspection a proper purpose for which inspection is demanded. Within 10 business days after receiving a demand under this subsection, the corporation shall deliver to the member making the demand an offer of a reasonable alternative method of achieving the purpose identified in the demand without providing access to or a copy of the list of members. An alternative method that reasonably and in a timely manner accomplishes the proper purpose set forth in the demand relieves the corporation from making the list of members available under subsection (b) of this section, unless within a reasonable time after acceptance of the offer the corporation fails to do the things it offered to do. Any rejection of the corporation’s offer shall be in the form of a record and shall indicate the reasons the alternative proposed by the corporation does not meet the proper purpose of the demand.
D.C. Code § 29-205.04 — DC Code / Title 29 / Chapter 2 / § 29-205.04
§ 29-205.04. Amendment or abandonment of plan of domestication.
Status: in_force

(a) A plan of domestication of a domestic domesticating 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 domestication shall be entitled to vote on or consent to any amendment of the plan that will change:
    (A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan;
    (B) The public organic record or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated 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 domestication has been approved by a domestic domesticating entity and before a statement of domestication 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 domestication is abandoned after a statement of domestication has been delivered to the Mayor for filing and before the statement of domestication 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 domestication becomes effective. The statement of abandonment shall be effective upon filing by the Mayor, and the domestication shall be abandoned and shall not become effective. The statement of abandonment shall contain:
  (1) The name of the domesticating entity;
  (2) The date on which the statement of domestication was filed; and
  (3) A statement that the domestication has been abandoned in accordance with this section.
D.C. Code § 29-411.08 — DC Code / Title 29 / Chapter 4 / § 29-411.08
§ 29-411.08. Applicability to foreign corporations.
Status: in_force

In any derivative proceeding in the right of a foreign nonprofit corporation, the matters covered by this subchapter shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation, except for §§ 29-411.04 , 29-411.06 , and 29-411.07 .
D.C. Code § 29-304.60 — DC Code / Title 29 / Chapter 3 / § 29-304.60
§ 29-304.60. Distributions to shareholders.
Status: in_force

(a) A board of directors may authorize, and the corporation may make, distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section.
(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation’s shares, the record date shall be the date the board of directors authorizes the distribution.
(c) A distribution shall not be made if, after giving it effect:
  (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or
  (2) The corporation’s total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(e) Except as otherwise provided in subsection (g) of this section, the effect of a distribution under subsection (c) shall be measured:
  (1) In the case of distribution by purchase, redemption, or other acquisition of the corporation’s shares, as of the earlier of the date that:
    (A) Money or other property is transferred or debt incurred by the corporation; or
    (B) The shareholder ceases to be a shareholder with respect to the acquired shares;
  (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 that:
    (A) The distribution is authorized if the payment occurs within 120 days after the date of authorization; or
    (B) The payment is made if it occurs more than 120 days after the date of authorization.
(f) A corporation’s indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section shall be at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(g) Indebtedness of a corporation, including indebtedness issued as a distribution, shall not be considered a liability for the purposes of determinations under subsection (c) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest shall be treated as a distribution, the effect of which is measured on the date the payment is made.
(h) This section shall not apply to distributions in liquidation under subchapter XII of this chapter .
D.C. Code § 29-1005.15 — DC Code / Title 29 / Chapter 10 / § 29-1005.15
§ 29-1005.15. Manner of voting.
Status: in_force

(a) Unless the organic rules otherwise provide, voting by a proxy at a members meeting shall be prohibited. This subsection shall not prohibit delegate voting based on district or class.
(b) If voting by a proxy is permitted, a patron member shall appoint only another patron member as a proxy and, if investor members are permitted, an investor member shall appoint only another investor member as a proxy.
(c) The organic rules may provide for the manner of, and provisions governing, the appointment of a proxy.
(d) The organic rules may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
D.C. Code § 29-305.29 — DC Code / Title 29 / Chapter 3 / § 29-305.29
§ 29-305.29. Inspectors of election.
Status: in_force

(a) A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability.
(b) The inspectors shall:
  (1) Ascertain the number of shares outstanding and the voting power of each;
  (2) Determine the shares represented at a meeting;
  (3) Determine the validity of proxies and ballots;
  (4) Count all votes; and
  (5) Determine the result.
(c) An inspector may be an officer or employee of the corporation.
D.C. Code § 29-1005.07 — DC Code / Title 29 / Chapter 10 / § 29-1005.07
§ 29-1005.07. Special meeting of members.
Status: in_force

(a) A special meeting of members shall be called only:
  (1) As provided in the organic rules;
  (2) By a majority vote of the board of directors on a proposal stating the purpose of the meeting;
  (3) By demand in a record signed by members holding at least 20% of the voting power of the persons in any district or class entitled to vote on the matter that is the purpose of the meeting stated in the demand; or
  (4) By demand in a record signed by members holding at least 10% of the total voting power of all the persons entitled to vote on the matter that is the purpose of the meeting stated in the demand.
(b) A demand under subsection (a)(3) or (4) of this section shall be submitted to the officer of the limited cooperative association charged with keeping its records.
(c) Any voting member may withdraw its demand under subsection (a)(3) or (4) of this section before receipt by the limited cooperative association of demands sufficient to require a special meeting of members.
(d) A special meeting of members may be held inside or outside the District at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.
(e) Members may attend or conduct a special meeting of members through the use of any means of communication if all members attending the meeting can communicate with each other during the meeting.
(f) Only business within the purpose or purposes stated in the notice of a special meeting of members shall be conducted at the meeting.
(g) Unless the organic rules otherwise provide, the presiding officer of a special meeting of members shall be designated by the board of directors.
D.C. Code § 29-801.02 — DC Code / Title 29 / Chapter 8 / § 29-801.02
§ 29-801.02. Definitions.
Status: in_force

For the purposes of this chapter, the term:
(1) “Certificate of organization”, except when referring to a right of contribution, means the certificate required by § 29-802.01 . The term “certificate of organization” shall include the certificate as amended or restated.
(2) “Contribution” means any benefit provided by a person to a limited liability company:
  (A) To become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;
  (B) To become a member after formation of the company and in accordance with an agreement between the person and the company; or
  (C) In the person’s capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.
(3) “Distribution” means a transfer of money or other property from a limited liability company to another person on account of a transferable interest or in the person’s capacity as a member.
  (A) The term includes:
    (i) A redemption or other purchase by a limited liability company of a transferable interest; and
    (ii) A transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the company’s activities and affairs or to have access to records or other information concerning the company’s activities and affairs.
  (B) The term does not include amounts constituting reasonable compensation for present or past services or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
(4) “Effective”, with respect to a record required or permitted to be delivered to the Mayor for filing under this chapter, means effective under § 29-102.03 .
(5) “Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than the District which would be a limited liability company if formed under the law of the District.
(6) “Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in § 29-804.07(c) .
(7) “Manager-managed limited liability company” means a limited liability company that qualifies under § 29-804.07(a) .
(8) “Member” means a person that has become a member of a limited liability company under § 29-804.01 , or was a member in a limited liability company when the company became subject to this chapter under § 29-810.01 , and has not dissociated under § 29-806.02 .
(9) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.
(10) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in § 29-801.07 . The term includes the agreement as amended or restated.
(11) “Organizer” means a person that acts under § 29-802.01 to form a limited liability company.
(12) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
(13) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
D.C. Code § 29-932 — DC Code / Title 29 / Chapter 9 / § 29-932
§ 29-932. Bonding of officers and employees.
Status: in_force

Every individual acting as officer or employee of an association and handling funds or securities amounting to $1,000 or more, in any one year, shall be covered by an adequate bond, as determined by the board of directors and at the expense of the association. The bylaws may also provide for the bonding of other employees or officers.
D.C. Code § 29-515 — DC Code / Title 29 / Chapter 5 / § 29-515
§ 29-515. Redemption price.
Status: in_force

If the articles of incorporation, bylaws, or an agreement among the shareholders, does not fix the price at which the corporation or its shareholders may purchase the shares of a disqualified, deceased, legally incompetent, retired, or expelled shareholder, or does not provide a method of determining such price, the price for such shares shall be the book value of the shares on the last day of the month immediately preceding the disqualification, death, adjudication of incompetence, retirement, or expulsion of the shareholder, determined under generally accepted accounting methods, consistent with the method of accounting used by the corporation for federal income tax purposes, by an independent certified public accountant employed by the corporation for the purpose.
D.C. Code § 29-707.04 — DC Code / Title 29 / Chapter 7 / § 29-707.04
§ 29-707.04. Power of legal representative of deceased partner.
Status: in_force

If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in § 29-707.02 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under § 29-703.04 .
D.C. Code § 29-607.02 — DC Code / Title 29 / Chapter 6 / § 29-607.02
§ 29-607.02. Dissociated partner’s power to bind and liability to partnership.
Status: in_force

(a) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter IX of this chapter , shall be bound by an act of the dissociated partner which would have bound the partnership under § 29-603.01 before dissociation only if at the time of entering into the transaction the other party:
  (1) Reasonably believed that the dissociated partner was then a partner;
  (2) Did not have notice of the partner’s dissociation; and
  (3) Is not deemed to have had knowledge under § 29-603.03(e) or notice under § 29-607.04(c) .
(b) A dissociated partner shall be liable to the partnership for any damage caused to the partnership arising from a debt, obligation, or other liability incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
D.C. Code § 29-304.27 — DC Code / Title 29 / Chapter 3 / § 29-304.27
§ 29-304.27. Restriction on transfer of shares and other securities.
Status: in_force

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction shall not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares shall be valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by § 29-304.26(b) . Unless so noted or contained, a restriction shall not be enforceable against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
  (1) To maintain the corporation’s status when it is dependent on the number or identity of its shareholders;
  (2) To preserve exemptions under federal or state securities law; or
  (3) For any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may:
  (1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
  (2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
  (3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
  (4) Prohibit the transfer of the restricted shares to designated persons or classes of persons if the prohibition is not manifestly unreasonable.
(e) For the purposes of this section, the term “shares” shall include a security convertible into or carrying a right to subscribe for or acquire shares.
D.C. Code § 29-304.22 — DC Code / Title 29 / Chapter 3 / § 29-304.22
§ 29-304.22. Liability of shareholders.
Status: in_force

(a) A purchaser from a corporation of its own shares shall not be liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
(b) Unless otherwise provided in the articles of incorporation, a shareholder shall not be personally liable for the acts or debts of the corporation, except that the shareholder may become personally liable by reason of the shareholder’s own acts or conduct.
D.C. Code § 29-307.05 — DC Code / Title 29 / Chapter 3 / § 29-307.05
§ 29-307.05. Effect of domestication.
Status: in_force

(a) When a domestication becomes effective:
  (1) The title to all real and personal property, both tangible and intangible, of the corporation shall remain in the corporation without reversion or impairment;
  (2) The liabilities of the corporation shall remain the liabilities of the corporation;
  (3) An action or proceeding pending against the corporation shall continue against the corporation as if the domestication had not occurred;
  (4) The articles of domestication, or the articles of incorporation attached to the articles of domestication, shall constitute the articles of incorporation of a foreign corporation domesticating in the District;
  (5) The shares of the corporation shall be reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders shall be entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation; and
  (6) The corporation shall be deemed to:
    (A) Be incorporated under and subject to the organic law of the domesticated corporation for all purposes;
    (B) Be the same corporation without interruption as the domesticating corporation; and
    (C) Have been incorporated on the date the domesticating corporation was originally incorporated.
(b) When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective:
  (1) In a proceeding to enforce the rights of shareholders that exercise appraisal rights in connection with the domestication, service of process may be made on the foreign business corporation in accordance with § 29-104.12 ; and
  (2) The foreign business corporation shall be deemed to agree that it will promptly pay the amount, if any, to which such shareholders are entitled under subchapter XI of this chapter .
(c) The owner liability of a shareholder in a foreign corporation that is domesticated in the District shall be as follows:
  (1) The domestication shall not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication.
  (2) The shareholder shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.
  (3) The laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by paragraph (1) of this subsection, as if the domestication had not occurred.
  (4) The shareholder shall have whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by paragraph (1) of this subsection, as if the domestication had not occurred.
(d) A shareholder that becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication in the District shall have owner liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication.
D.C. Code § 29-311.13 — DC Code / Title 29 / Chapter 3 / § 29-311.13
§ 29-311.13. Perfection of rights; right to withdraw.
Status: in_force

(a) A shareholder that receives notice pursuant to § 29-311.12 and that wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to § 29-311.12(b)(2)(B) . In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to § 29-311.12(b)(1) . If a shareholder fails to make this certification, the corporation may elect to treat the shareholder’s shares as after-acquired shares under § 29-311.15 . Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (b).
(b) A shareholder that has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to § 29-311.12(b)(2)(E) . A shareholder that fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.
(c) A shareholder that does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates where required, each by the date set forth in the notice described in § 29-311.12(b) , shall not be entitled to payment under this subchapter.
D.C. Code § 29-102.05 — DC Code / Title 29 / Chapter 1 / § 29-102.05
§ 29-102.05. Correcting filed record.
Status: in_force

(a) A person on whose behalf a filed record was delivered to the Mayor for filing may correct the record if the:
  (1) Record at the time of filing contained an inaccuracy;
  (2) Record was defectively signed; or
  (3) Electronic transmission of the record to the Mayor was defective.
(b) To correct a filed record, the parties to the record shall deliver to the Mayor a statement of correction.
(c) A statement of correction shall:
  (1) Not state a delayed effective date;
  (2) Be signed by the person correcting the filed record;
  (3) Identify the filed record to be corrected or have attached a copy and state the date of its filing;
  (4) Specify the inaccuracy or defect to be corrected; and
  (5) Correct the inaccuracy or defect.
(d) A statement of correction shall be effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction shall be effective when filed.
D.C. Code § 29-413.05 — DC Code / Title 29 / Chapter 4 / § 29-413.05
§ 29-413.05. Inspection of records by directors.
Status: in_force

(a) A director of a nonprofit corporation shall be entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation or law other than this chapter.
(b) The Superior Court may order inspection and copying of the books, records, and documents at the corporation’s expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the nonprofit corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s costs, including reasonable attorney’s fees, incurred in connection with the application.
D.C. Code § 29-1008.05 — DC Code / Title 29 / Chapter 10 / § 29-1008.05
§ 29-1008.05. Term of director.
Status: in_force

(a) Unless the organic rules otherwise provide, and subject to subsections (c) and (d) and § 29-1003.03(c) , the term of a director shall expire at the annual members meeting following the director’s election or appointment. The term of a director shall not exceed 3 years.
(b) Unless the organic rules otherwise provide, a director may be reelected.
(c) Except as otherwise provided in subsection (d) of this section, a director shall continue to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.
(d) Unless the organic rules otherwise provide, a director shall not serve the remainder of the director’s term if the director ceases to qualify to be a director.
D.C. Code § 29-313.04 — DC Code / Title 29 / Chapter 3 / § 29-313.04
§ 29-313.04. Court-ordered inspection.
Status: in_force

(a) If a corporation does not allow a shareholder that complies with § 29-313.02(a) to inspect and copy any records required by that subsection to be available for inspection, the Superior Court may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder that complies with § 29-313.02(b) and (c) may apply to the Superior Court for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the Superior Court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder’s expenses incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d) If the Superior Court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
D.C. Code § 29-704.06 — DC Code / Title 29 / Chapter 7 / § 29-704.06
§ 29-704.06. Management rights of general partner.
Status: in_force

(a) Each general partner shall have equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b) The consent of each partner shall be necessary to:
  (1) Amend the partnership agreement;
  (2) Amend the certificate of limited partnership to add or, subject to § 29-710.06 , delete a statement that the limited partnership is a limited liability limited partnership; and
  (3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities.
(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) of this section shall constitute a loan to the limited partnership which accrues interest from the date of the payment or advance.
(f) A general partner shall not be entitled to remuneration for services performed for the partnership.
D.C. Code § 29-205.01 — DC Code / Title 29 / Chapter 2 / § 29-205.01
§ 29-205.01. Domestication authorized.
Status: in_force

(a) Except as otherwise provided in this section, by complying with this subchapter, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities, a foreign entity may become a domestic entity of the same type in the District if the domestication is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision shall apply to a domestication of the entity as if the domestication were a merger until the provision is amended after the effective date of this chapter.
(d) This subchapter does not apply to the domestication of the following entities:
  (1) A business corporation subject to subchapter VII of Chapter 3 of this title ;
  (2) A nonprofit corporation subject to subchapter VII of Chapter 4 of this title ; or
  (3) A limited liability company subject to subchapter IX of Chapter 8 of this title .
D.C. Code § 29-204.03 — DC Code / Title 29 / Chapter 2 / § 29-204.03
§ 29-204.03. Approval of conversion.
Status: in_force

(a) A plan of conversion shall not be effective unless it has been approved:
  (1) By a domestic converting entity:
    (A) In accordance with the requirements, if any, in its organic rules for approval of a conversion;
    (B) If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
      (i) In the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or
      (ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation as if the conversion were that type of merger; or
    (C) If its organic law or organic rules do not provide for approval of a conversion or a merger described in subparagraph (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
  (2) In a record, by each interest holder of a domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation:
    (A) The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and
    (B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A conversion of a foreign converting entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
D.C. Code § 29-1204.05 — DC Code / Title 29 / Chapter 12 / § 29-1204.05
§ 29-1204.05. Claims pertaining to a series.
Status: in_force

(a) A series of a statutory trust may not sue or be sued in its own name.
(b) If a series trust has a claim against a person which pertains to the property of a series thereof, the trust may assert the claim under § 29-1203.08 and shall allocate the proceeds of the claim under §§ 29-1204.01 and 29-1204.02 .
(c) If a person has a claim against a series trust which pertains to the property of a series thereof, to assert the claim the person must bring the claim against the trust, stating that the claim pertains to the property of a series thereof and specifying the series if known. To the extent the claim succeeds and is reduced to judgment:
  (1) The judgment must state that it is collectable only against the property of the specified series; and
  (2) The judgment creditor may levy on the judgment only by serving the series trust, which shall satisfy the judgment by using only the property of the specified series.
D.C. Code § 29-406.12 — DC Code / Title 29 / Chapter 4 / § 29-406.12
§ 29-406.12. Designated body.
Status: in_force

(a) Some, but less than all, of the powers, authority, or functions of the board of directors of a nonprofit corporation under this chapter may be vested by the articles of incorporation or bylaws in a designated body. If a designated body is created:
  (1) This subchapter and other provisions of law on:
    (A) The rights, duties, and liabilities of the board of directors or directors individually shall also apply to the designated body and to the members of the designated body individually; and
    (B) Meetings, notice, and the manner of acting of the board of directors shall also apply to the designated body in the absence of an applicable rule in the articles of incorporation, bylaws, or internal operating rules of the designated body;
  (2) To the extent the powers, authority, or functions of the board of directors have been vested in the designated body, the directors shall be relieved from their duties and liabilities with respect to those powers, authority, and functions; and
  (3) A provision of the articles of incorporation regarding indemnification of directors or limiting the liability of directors adopted pursuant to § 29-402.02(b)(8) or (c) applies to members of the designated body, except as otherwise provided in the articles.
(b) Some, but less than all, of the rights or obligations of the members of a nonprofit corporation under this chapter may be vested by the articles of incorporation or bylaws in a designated body. If such a designated body is created:
  (1) This subchapter and other provisions of law on:
    (A) The rights and obligations of members shall also apply to the designated body and to the members of the designated body individually; and
    (B) Meetings, notice, and the manner of acting of members shall also apply to the designated body in the absence of an applicable provision in the articles of incorporation, bylaws, or internal operating rules of the designated body;
  (2) To the extent the rights or obligations of the members have been vested in the designated body, the members shall be relieved from responsibility with respect to those rights and obligations.
(c) The articles of incorporation or bylaws may prescribe qualifications for members of a designated body. Except as otherwise provided in the articles or bylaws, a member of a designated body does not need to be:
  (1) An individual;
  (2) A director, officer, or member of the nonprofit corporation; or
  (3) A resident of the District.
D.C. Code § 29-203.02 — DC Code / Title 29 / Chapter 2 / § 29-203.02
§ 29-203.02. Plan of interest exchange.
Status: in_force

(a) A domestic entity may be the acquired entity in an interest exchange under this subchapter by approving a plan of interest exchange. The plan shall be in a record and contain:
  (1) The name and type of entity of the acquired entity;
  (2) The name, jurisdiction of formation, and type of the acquiring entity;
  (3) The manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing;
  (4) Any proposed amendments to the public organic record, if any, or private organic rules that are, or are proposed to be, in a record of the acquired entity;
  (5) The other terms and conditions of the interest exchange; and
  (6) Any other provision required by the law of the District or the organic rules of the acquired entity.
(b) A plan of interest exchange may contain any other provision not prohibited by law.
D.C. Code § 29-409.05 — DC Code / Title 29 / Chapter 4 / § 29-409.05
§ 29-409.05. Merger with controlled corporation or between controlled corporations.
Status: in_force

(a) A domestic or foreign entity that holds a membership in a domestic nonprofit corporation that carries at least 80% of the voting power of each class of membership of the controlled corporation that has voting power may merge the controlled corporation into itself or into another such controlled corporation, or merge itself into the controlled corporation, without the approval of the board of directors, designated body or members of the controlled corporation, unless the articles of incorporation or bylaws of any of the corporations or the organic records of a controlling unincorporated entity otherwise provide.
(b) If, under subsection (a) of this section, approval of a merger by the members of a controlled corporation is not required, the controlling entity shall, within 10 days after the effective date of the merger, notify each of the members of the controlled corporation that the merger has become effective.
(c) Except as otherwise provided in subsections (a) and (b) of this subsection, a merger between a controlling entity and a controlled corporation shall be governed by the provisions of this subchapter applicable to mergers generally.
(d) A merger pursuant to this section shall also be approved in a record by a designated body whose approval is required to amend the articles of incorporation of the controlled corporation.
D.C. Code § 29-809.05 — DC Code / Title 29 / Chapter 8 / § 29-809.05
§ 29-809.05. Effect of merger.
Status: in_force

(a) When a merger becomes effective:
  (1) The surviving company shall continue or come into existence;
  (2) Each constituent company that merges into the surviving company shall cease to exist as a separate entity;
  (3) All property owned by each constituent company that ceases to exist shall vest in the surviving company;
  (4) All debts, obligations, or other liabilities of each constituent company that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving company;
  (5) An action or proceeding pending by or against any constituent company 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 company that ceases to exist shall vest in the surviving company;
  (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and
  (8) Except as otherwise agreed, if a constituent company ceases to exist, the merger shall not dissolve the limited liability company for the purposes of subchapter VII of this chapter ;
  (9) If the surviving company is created by the merger, the certificate of organization shall become effective; and
  (10) If the surviving company preexisted the merger, any amendments provided for in the articles of merger for its certificate or organization shall become effective.
(b) A surviving company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by a constituent company, if before the merger the constituent company was subject to suit in the District on the debt, obligation, or other liability. A surviving company that is a foreign limited liability company and not authorized to do business in the District may be served with process for the purposes of enforcing a debt, obligation, or other liability under this subsection in the same manner and with the same consequences as in § 29-104.12 .
D.C. Code § 29-1008.15 — DC Code / Title 29 / Chapter 10 / § 29-1008.15
§ 29-1008.15. Quorum.
Status: in_force

(a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules shall constitute a quorum for a meeting of the directors.
(b) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present shall be valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.
(c) A director present at a meeting but objecting to notice under § 29-1008.14(b)(1) or (2) shall not count toward a quorum.
D.C. Code § 29-412.08 — DC Code / Title 29 / Chapter 4 / § 29-412.08
§ 29-412.08. Court proceedings.
Status: in_force

(a) A dissolved nonprofit corporation that has published a notice under § 29-412.07 may file an application with the Superior Court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under § 29-412.07(c) .
(b) Within 10 days after the filing of the application, notice of the proceeding must be given by the dissolved nonprofit corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c) The Superior Court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved nonprofit corporation.
(d) Provision by the dissolved nonprofit corporation for security in the amount and the form ordered by the Superior Court under subsection (a) of this section shall satisfy the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims shall not be enforced against a person that received assets in liquidation.
D.C. Code § 29-1104 — DC Code / Title 29 / Chapter 11 / § 29-1104
§ 29-1104. Governing law.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the law of the District shall govern the operation in the District of all unincorporated nonprofit associations formed or operating in the District.
(b) Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in which an unincorporated nonprofit association has its main place of activities shall govern the internal affairs of the association.
D.C. Code § 29-408.05 — DC Code / Title 29 / Chapter 4 / § 29-408.05
§ 29-408.05. Amendment of articles of nonmembership corporation.
Status: in_force

Except as otherwise provided in the articles of incorporation, the board of directors of a nonmembership corporation may adopt amendments to the corporation’s articles. Except as otherwise provided in the articles of incorporation, an amendment adopted by the board of directors under this subsection shall also be approved:
(1) By a designated body whose approval is required by the articles of incorporation or bylaws;
(2) If the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group; and
(3) If the amendment changes or deletes a provision regarding the designation of a director, by the individual designated at the time as that director.
D.C. Code § 29-308.05 — DC Code / Title 29 / Chapter 3 / § 29-308.05
§ 29-308.05. Amendment by board of directors.
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval:
(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) To delete the names and addresses of the initial directors;
(3) To change the information required by § 29-104.04
(4) If the corporation has only one class of shares outstanding:
  (A) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
  (B) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
(5) To change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;
(6) To reflect a reduction in authorized shares, as a result of the operation of § 29-304.41(b) , when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
(7) To delete a class of shares from the articles of incorporation, as a result of the operation of § 29-304.41(b) , if there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
(8) To make any change expressly permitted by § 29-304.02(a) or (b) to be made without shareholder approval.
D.C. Code § 29-405.22 — DC Code / Title 29 / Chapter 4 / § 29-405.22
§ 29-405.22. Proxies.
Status: in_force

(a) Except as otherwise provided in the articles of incorporation or bylaws, a member may vote in person or by proxy.
(b) A member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form in the form of a record. An appointment form shall contain or be accompanied by information from which it can be determined that the member or the member’s agent or attorney-in-fact authorized the appointment of the proxy.
(c) An appointment of a proxy shall be effective when a signed appointment in the form of a record is received by the inspectors of election, the officer or agent of the membership corporation authorized to tabulate votes, or the secretary. An appointment shall be valid for 11 months unless a longer period, which may not exceed 3 years, is expressly provided in the appointment form.
(d) The death or incapacity of the member appointing a proxy shall not affect the right of the membership corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the inspectors of election, the officer or agent authorized to tabulate votes, or the secretary before the proxy exercises his authority under the appointment.
(e) Subject to § 29-405.23 and to any express limitation on the proxy’s authority stated in the appointment form, a membership corporation may accept the proxy’s vote or other action as that of the member making the appointment.
D.C. Code § 29-705.07 — DC Code / Title 29 / Chapter 7 / § 29-705.07
§ 29-705.07. Right to distribution.
Status: in_force

If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution shall be subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
D.C. Code § 29-404.03 — DC Code / Title 29 / Chapter 4 / § 29-404.03
§ 29-404.03. Consideration.
Status: in_force

Except as otherwise provided in its articles of incorporation or bylaws, a membership corporation may admit members for no consideration or for such consideration as is determined by the board of directors. The consideration may take any form, including promissory notes, intangible property, or past or future services. Payment of the consideration may be made at such times and upon such terms as are set forth in or authorized by the articles of incorporation, bylaws, or a resolution of the board.
D.C. Code § 29-104.01 — DC Code / Title 29 / Chapter 1 / § 29-104.01
§ 29-104.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “Designation of agent” means a statement designating a registered agent, that is delivered to the Mayor for filing under § 29-104.11 by a nonregistered foreign entity or domestic nonfiling entity.
(2) “Registered agent filing” means:
  (A) The public organic record of a domestic filing entity;
  (B) A statement of qualification of a domestic limited liability partnership;
  (C) A foreign registration statement filed pursuant to § 29-105.03 ; or
  (D) An designation of a registered agent.
(3) “Represented entity” means a:
  (A) Domestic filing entity;
  (B) Domestic or limited liability partnership;
  (C) Registered foreign entity;
  (D) Domestic or foreign unincorporated nonprofit association for which a designation of an agent is in effect;
  (E) Domestic nonfiling entity for which a designation of an agent has been filed; or
  (F) Nonregistered foreign entity for which a designation of an agent has been filed.
D.C. Code § 29-1015.04 — DC Code / Title 29 / Chapter 10 / § 29-1015.04
§ 29-1015.04. Approval or abandonment of merger by members.
Status: in_force

(a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by:
  (1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1015.03(b) ; and
  (2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(b) The organic rules may provide that the percentage of votes under subsection (a)(1) of this section shall be:
  (1) A different percentage that is not less than a majority of members voting at the meeting;
  (2) Measured against the voting power of all members; or
  (3) A combination of paragraphs (1) and (2) of this subsection.
(c) The vote required to approve a plan of merger shall not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(d) Consent in a record to a plan of merger by a member shall be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to § 29-1015.05 if as a result of the merger the member will have an obligation or liability for an additional contribution.
(e) Subject to subsection (d) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
  (1) As provided in the plan; and
  (2) Except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(f) The voting requirements for districts, classes, or voting groups under § 29-1004.04 shall apply to approval of a merger under this subchapter.
D.C. Code § 29-608.02 — DC Code / Title 29 / Chapter 6 / § 29-608.02
§ 29-608.02. Partnership continues after dissolution.
Status: in_force

(a) Subject to subsection (b) of this section, a partnership shall continue after dissolution only for the purpose of winding up its activities and affairs. The partnership shall be terminated when the winding up of its activities and affairs is completed.
(b) At any time after the dissolution of a partnership and before the winding up of its activities and affairs is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s activities and affairs wound up and the partnership terminated. In that event:
  (1) The partnership shall resume carrying on its activities and affairs as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver shall be determined as if dissolution had never occurred; and
  (2) The rights of a third party accruing under § 29-608.04(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected.
D.C. Code § 29-805.04 — DC Code / Title 29 / Chapter 8 / § 29-805.04
§ 29-805.04. Power of personal representative of deceased member.
Status: in_force

If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a transferee provided in § 29-805.02(c) and, for the purposes of settling the estate, the rights of a current member under § 29-804.10 .
D.C. Code § 29-401.20 — DC Code / Title 29 / Chapter 4 / § 29-401.20
§ 29-401.20. Definition.
Status: in_force

For the purposes of this part, the term “corporate action” means:
(1) The election, appointment, designation, or other selection and the suspension, removal, or expulsion of members, delegates, directors, members of a designated body, or officers of a nonprofit corporation; or
(2) The taking of any action on any matter that is required under this chapter or under any other provision of law to be, or which under the articles of incorporation or bylaws may be, submitted for action to the members, delegates, directors, members of a designated body, or officers of a nonprofit corporation.
D.C. Code § 29-405.24 — DC Code / Title 29 / Chapter 4 / § 29-405.24
§ 29-405.24. Quorum and voting requirements for voting groups.
Status: in_force

(a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter. Except as otherwise provided in the articles of incorporation or bylaws, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b) Once a member is represented for any purpose at a meeting, the member shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or bylaws require a greater number of affirmative votes.
(d) An amendment of the articles of incorporation or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section shall be governed by § 29-405.26 .
(e) If a meeting cannot be organized because a quorum is not present, those members present may adjourn the meeting to such time and place as they may determine. Except as otherwise provided in the articles of incorporation or bylaws, when a meeting that has been adjourned for lack of a quorum is reconvened, those members present, although less than a quorum as fixed in this section, the articles, or the bylaws, nonetheless constitute a quorum.
D.C. Code § 29-607.05 — DC Code / Title 29 / Chapter 6 / § 29-607.05
§ 29-607.05. Continued use of partnership name.
Status: in_force

Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the partnership’s activities and affairs shall not of itself make the dissociated partner liable for a debt, obligation, or other liability of the partners or the partnership continuing the activities and affairs.
D.C. Code § 29-609.03 — DC Code / Title 29 / Chapter 6 / § 29-609.03
§ 29-609.03. Effect of merger.
Status: in_force

(a) When a merger takes effect:
  (1) The separate existence of every partnership that is a party to the merger, other than the surviving partnership, shall cease;
  (2) All property owned by each of the merged partnerships vests in the surviving partnership;
  (3) All obligations of every partnership that is a party to the merger shall be the obligations of the surviving partnership;
  (4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving partnership may be substituted as a party to the action or proceeding; and
  (5) If the plan of merger provides for a person to become a partner in a surviving domestic partnership, the person becomes a partner without the need for the consent that would otherwise be required by § 29-604.01(i) .
(b) Service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger may be served pursuant to § 29-104.12 .
(c) A partner of the surviving partnership shall be liable for:
  (1) All obligations of a party to the merger for which the partner was personally liable before the merger;
  (2) All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations shall be satisfied only out of property of the partnership; and
  (3) Except as otherwise provided in § 29-603.06 , all obligations of the surviving partnership incurred after the merger takes effect.
(d) Except as otherwise provided in § 29-603.06 , if the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the surviving partnership, in the manner provided in § 29-608.07 as if the merged party were dissolved.
(e) A partner of a party to a merger who is not a partner of the surviving partnership shall be dissociated from the partnership of which that partner was a partner, as of the date the merger takes effect. A surviving domestic partnership shall be bound under § 29-607.02 by an act of a general partner dissociated under this subsection, and the partner shall be liable under § 29-607.03 for transactions entered into by the surviving partnership after the merger takes effect.
D.C. Code § 29-1004.01 — DC Code / Title 29 / Chapter 10 / § 29-1004.01
§ 29-1004.01. Authority to amend organic rules.
Status: in_force

(a) A limited cooperative association may amend its organic rules under this subchapter for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under § 29-1003.04 .
(b) Unless the organic rules otherwise provide, a member shall not have a vested property right resulting from any provision in the organic rules, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the limited cooperative association.
D.C. Code § 29-1005.16 — DC Code / Title 29 / Chapter 10 / § 29-1005.16
§ 29-1005.16. Action without a meeting.
Status: in_force

(a) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action.
(b) Consent under subsection (a) of this section may be withdrawn by a member in a record at any time before the limited cooperative association receives a consent from each member entitled to vote.
(c) Consent to any action may specify the effective date or time of the action.
D.C. Code § 29-801.03 — DC Code / Title 29 / Chapter 8 / § 29-801.03
§ 29-801.03. Knowledge; notice.
Status: in_force

(a) A person knows a fact when the person:
  (1) Has actual knowledge of it; or
  (2) Is deemed to know it under subsection (d)(1) of this section or law other than this chapter.
(b) A person has notice of a fact when the person:
  (1) Has reason to know the fact from all of the facts known to the person at the time in question; or
  (2) Is deemed to have notice of the fact under subsection (d)(2) of this section;
(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person that is not a member shall be deemed to:
  (1) Know of a limitation on authority to transfer real property as provided in § 29-803.02(g) ; and
  (2) Have notice of a limited liability company’s:
    (A) Dissolution, 90 days after a statement of dissolution under § 29- 807.02(b)(2)(A) becomes effective;
    (B) Termination, 90 days after a statement of termination § 29-807.02(b)(2)(F) becomes effective; and
    (C) Participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, interest exchange, conversion, or domestication under subchapter IX of this chapter or under Chapter 2 of this title becomes effective.
D.C. Code § 29-1108 — DC Code / Title 29 / Chapter 11 / § 29-1108
§ 29-1108. Liability.
Status: in_force

(a) A debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise shall:
  (1) Be solely the debt, obligation, or other liability of the association; and
  (2) Not become the debt, obligation, or other liability of a member or manager solely by reason of the member acting as a member or the manager acting as a manager.
(b) A person’s status as a member or manager of shall not prevent or restrict law other than this chapter from imposing liability on the person or the association because of the person’s conduct.
D.C. Code § 29-103.02 — DC Code / Title 29 / Chapter 1 / § 29-103.02
§ 29-103.02. Name requirements for certain types of entities.
Status: in_force

(a) The name of a business corporation shall contain the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “Corp.”, “Inc.”, “Co.”, or “Ltd.”, or words or abbreviations of similar import in another language.
(b) The name of a nonprofit corporation need not contain any particular word or abbreviation.
(c) The name of a professional corporation shall contain the phrase “professional corporation” or the abbreviation “P.C.”, or the word “chartered”, or the abbreviation “Chtd”, and may not contain the word “company”, “incorporated”, “corporation”, or “limited”, or an abbreviation of those words.
(d) The name of a limited partnership may contain the name of any partner. If the limited partnership is not a limited liability limited partnership, the name shall contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and shall not contain the phrase “limited liability limited partnership” or “registered limited liability limited partnership” or the abbreviation “L.L.L.P.”, “LLLP”, “R.L.L.L.P.”, or “RLLLP”. If the limited partnership is a limited liability limited partnership, the name shall contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.”, “LLLP”, “R.L.L.L.P.”, or “RLLLP” and shall not contain the abbreviation “L.P.” or “LP”.
(e) The name of a limited liability partnership that is not a limited liability limited partnership shall contain the words “limited liability partnership” or “registered limited liability partnership” or the abbreviation “L.L.P.”, “R.L.L.P.”, “LLP”, or “RLLP”. The name of a partnership that is not a limited liability partnership may not contain these names or abbreviations.
(f) The name of a limited liability company other than a professional limited liability company shall contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. The name of a professional limited liability company shall contain the words “professional limited liability company” or the abbreviation “P.L.L.C.” or “PLLC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”.
(g) The name of a general cooperative shall contain the words “cooperative association”. “Cooperative” may be abbreviated as “Co-op” or “Coop”. “Association” may be abbreviated as “Assoc.”, “Assoc”, “Assn.”, or “Assn”.
(h) The name of a limited cooperative association shall contain the words “limited cooperative association” or “limited cooperative” or the abbreviation “L.C.A.” or “LCA”. “Limited” may be abbreviated as “Ltd.”. “Cooperative” may be abbreviated as “Co-op.”, “Coop.”, “Co-op”, or “Coop”. “Association” may be abbreviated as “Assoc.”, “Assoc”, “Assn.”, or “Assn”.
(i) The name of a statutory trust may contain the words or abbreviations “company”, “association”, “club”, “foundation”, “fund”, “institute”, “society”, “union”, “syndicate”, “limited”, or “trust”, or words or abbreviations of similar import, and may contain the name of a beneficial owner, a trustee, or any other person.
D.C. Code § 29-506 — DC Code / Title 29 / Chapter 5 / § 29-506
§ 29-506. Incorporation.
Status: in_force

One or more individuals may incorporate a professional corporation by delivering articles of incorporation for filing to the Mayor. The articles of incorporation shall meet the requirements of Chapter 3 of this title and shall set forth:
(1) The designation of the professional services to be rendered through the corporation;
(2) The names and addresses, including street address, if any, of the original shareholders of the corporation; and
(3) A statement that each of the original shareholders and directors named in the articles of incorporation is licensed to render a professional service for which the corporation is to be organized.
D.C. Code § 29-406.42 — DC Code / Title 29 / Chapter 4 / § 29-406.42
§ 29-406.42. Standards of conduct for officers.
Status: in_force

(a) An officer with discretionary authority shall discharge his or her duties under that authority:
  (1) In good faith;
  (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
  (3) In a manner the officer reasonably believes to be in the best interests of the corporation.
(b) The duty of an officer shall include the obligation to inform:
  (1) The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer’s functions, and known to the officer to be material to the superior officer, board, or committee; and
  (2) His or her superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(c) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
  (1) One or more officers or employees of the nonprofit corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
  (2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters:
    (A) Within the particular person’s professional or expert competence; or
    (B) As to which the particular person merits confidence;
  (3) In the case of a religious corporation, religious authorities and ministers, priests, rabbis, imams, or other persons whose positions or duties the officer reasonably believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.
D.C. Code § 29-401.60 — DC Code / Title 29 / Chapter 4 / § 29-401.60
§ 29-401.60. Notice to Attorney General.
Status: in_force

(a) The Attorney General for the District of Columbia shall be given notice of the commencement of any proceeding that this chapter authorizes the Attorney General to bring but that has been commenced by another person.
(b) Whenever any provision of this chapter requires that notice be given to the Attorney General for the District of Columbia before or after commencing a proceeding or permits the Attorney General to commence a proceeding:
  (1) If no proceeding has been commenced, the Attorney General may take appropriate action seeking injunctive relief; and
  (2) If a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in the proceeding.
D.C. Code § 29-1208.05 — DC Code / Title 29 / Chapter 12 / § 29-1208.05
§ 29-1208.05. Other claims against dissolved statutory trust.
Status: in_force

(a) A dissolved statutory trust may publish notice of its dissolution and request persons having claims against the trust to present them in accordance with the notice.
(b) A notice under subsection (a) of this section shall:
  (1) Be published at least once in a newspaper of general circulation in the District or, if it has no principal office in the District, in the city in which the trust’s principal office is or was last located;
  (2) Describe the information required for a claim;
  (3) Provide a mailing address to which the claim may be sent; and
  (4) State that a claim against the trust shall be barred unless an action to enforce the claim is commenced not later than 3 years after publication of the notice.
(c) If a dissolved statutory trust publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce a claim against the trust not later than 3 years after the publication date of the notice:
  (1) A claimant that did not receive notice in a record under § 29-1208.04 ;
  (2) A claimant whose claim was timely sent to the trust but was rejected or not acted on; and
  (3) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(d) A claim not barred under this section or § 29-1208.04 may be enforced against:
  (1) A dissolved statutory trust, to the extent of its undistributed property; and
  (2) A beneficial owner, except as provided in § 29-1208.06 , if property of the trust has been distributed after dissolution, against a beneficial owner to the extent of that person’s proportionate share of the claim or property distributed to the beneficial owner after dissolution, whichever is less.
(e) A person’s total liability for all claims under subsection (d)(2) of this section does not exceed the total amount of assets distributed to the person after dissolution.
D.C. Code § 29-1002.02 — DC Code / Title 29 / Chapter 10 / § 29-1002.02
§ 29-1002.02. Signing and filing of records pursuant to judicial order.
Status: in_force

(a) If a person required by this chapter to sign or deliver a record to the Mayor for filing does not do so, any other person that is aggrieved may petition the Superior Court to order:
  (1) The person to sign the record; or
  (2) The person to deliver the record to the Mayor for filing; or
  (3) The Mayor to file the record unsigned.
(b) If the petitioner under subsection (a) of this section is not the limited cooperative association or foreign cooperative to which the record pertains, the petitioner shall make the association or cooperative a party to the action.
(c) A record filed pursuant to this section is effective without being signed.
D.C. Code § 29-911 — DC Code / Title 29 / Chapter 9 / § 29-911
§ 29-911. Meetings; regular and special — Notice.
Status: in_force

The secretary shall give notice of the time and place of meetings by sending a notice thereof to each member at the member’s last known address not less than the number of days in advance of the meeting specified in the bylaws. In case of a special meeting, the notice shall specify the purpose for which the meeting is called. If authorized by the articles or bylaws, the notice may be sent by electronic mail in accordance with § 29-305.09 .
D.C. Code § 29-701.08 — DC Code / Title 29 / Chapter 7 / § 29-701.08
§ 29-701.08. Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement.
Status: in_force

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement.
(b) A person that becomes a partner of a limited partnership is deemed to assent to the partnership agreement.
(c) Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
D.C. Code § 29-602.02 — DC Code / Title 29 / Chapter 6 / § 29-602.02
§ 29-602.02. Formation of partnership.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the association of 2 or more persons to carry on as co-owners of a business for profit shall form a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction shall not be a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules shall apply:
  (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership shall not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
  (2) The sharing of gross returns shall not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
  (3) A person that receives a share of the profits of a business shall be presumed to be a partner in the business, unless the profits were received in payment:
    (A) Of a debt by installments or otherwise;
    (B) For services as an independent contractor or of wages or other compensation to an employee;
    (C) Of rent;
    (D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
    (E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
    (F) For the sale of the goodwill of a business or other property by installments or otherwise.
D.C. Code § 29-104.13 — DC Code / Title 29 / Chapter 1 / § 29-104.13
§ 29-104.13. Duties of registered agent.
Status: in_force

The only duties of a registered agent under this subchapter are:
(a) (1) Forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;
  (2) Provide the notices required by this title to the entity at the address most recently supplied to the agent by the entity;
  (3) If the agent is a noncommercial registered agent, keep current the information required by § 29-104.04(a) in the most recent registered agent filing for the entity; and
  (4) If the agent is a commercial registered agent, keep current the information listed for it under § 29-104.05(a) .
D.C. Code § 29-1014.01 — DC Code / Title 29 / Chapter 10 / § 29-1014.01
§ 29-1014.01. Disposition of assets not requiring member approval.
Status: in_force

Unless the articles of organization otherwise provide, member approval under § 29-1014.02 shall not be required for a limited cooperative association to:
(1) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and regular course of business; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the association whether or not in the usual and regular course of business.
D.C. Code § 29-307.01 — DC Code / Title 29 / Chapter 3 / § 29-307.01
§ 29-307.01. Domestication.
Status: in_force

(a) A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation.
(b) A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in this subchapter.
(c) The plan of domestication shall include:
  (1) A statement of the jurisdiction in which the corporation is to be domesticated;
  (2) The terms and conditions of the domestication;
  (3) The manner and basis of reclassifying the shares of the corporation following its domestication into shares or other securities, obligations, rights to acquire shares or other securities, money, other property, or any combination of the foregoing; and
  (4) Any desired amendments to the articles of incorporation of the corporation following its domestication.
(d) The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of the District or the other jurisdiction to consummate the domestication; provided, that subsequent to approval of the plan by the shareholders, the plan shall not be amended to change:
  (1) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, money, or other property to be received by the shareholders under the plan;
  (2) The articles of incorporation as they will be in effect immediately following the domestication, except for changes permitted by § 29-308.05 or by comparable provisions of the laws of the other jurisdiction; or
  (3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
(e) Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 29-301.04 .
(f) If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or signed by a domestic business corporation before the effective date of this chapter contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision shall be amended subsequent to that date.
D.C. Code § 29-306.01 — DC Code / Title 29 / Chapter 3 / § 29-306.01
§ 29-306.01. Requirement for and functions of board of directors.
Status: in_force

(a) Except as otherwise provided in § 29-305.42 , each corporation shall have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under § 29-305.42 .
(c) In the case of a public corporation, the board’s oversight responsibilities shall include attention to:
  (1) Business performance and plans;
  (2) Major risks to which the corporation is or may be exposed;
  (3) The performance and compensation of senior officers;
  (4) Policies and practices to foster the corporation’s compliance with law and ethical conduct;
  (5) Preparation of the corporation’s financial statements;
  (6) The effectiveness of the corporation’s internal controls;
  (7) Arrangements for providing adequate and timely information to directors; and
  (8) The composition of the board and its committees, taking into account the important role of independent directors.
D.C. Code § 29-505 — DC Code / Title 29 / Chapter 5 / § 29-505
§ 29-505. Purpose for organization; powers authorized.
Status: in_force

(a) A professional corporation may be organized solely to render professional services through its shareholders, directors, officers, employees, or agents who are themselves licensed to render the particular service, and to render service ancillary thereto. A professional corporation may charge for these services, may collect such charges, and may compensate those who render these services. A professional corporation may employ individuals who are not licensed, but they shall not perform professional services. No license shall be required of any person employed by a professional corporation to perform services for which a license is not otherwise required.
(b) A professional corporation may not do any act that is prohibited to an individual licensed to render the professional service for which the corporation is organized.
(c) A professional corporation may:
  (1) Invest its funds in real estate, mortgages, stocks, bonds, or other type of investment;
  (2) Own real estate or personal property; and
  (3) Enter into partnership and other agreements with individuals, who may be shareholders, directors, employees, or agents of the professional corporation, partnerships, or professional corporations rendering the same type of professional services within or without the District to the same extent that an individual licensed to render the same professional service may enter into such partnership or other agreements pursuant to law, rules, regulations, or standards of professional conduct of the profession practiced through the professional corporation.
D.C. Code § 29-930 — DC Code / Title 29 / Chapter 9 / § 29-930
§ 29-930. Expulsion of members; procedure; purchase of holdings.
Status: in_force

A member may be expelled by the vote of a majority of the members voting at a regular or special meeting. The member against whom the charges are to be preferred shall be informed thereof in writing at least 10 days in advance of the meeting and shall have an opportunity to be heard in person or by counsel at the meeting. On the decision of the association to expel a member, the board of directors shall purchase the member’s holdings at par value, if and when there are sufficient reserve funds.
D.C. Code § 29-921 — DC Code / Title 29 / Chapter 9 / § 29-921
§ 29-921. Referendum on acts of directors.
Status: in_force

The articles or bylaws may provide that, within a specified period of time, any action taken by the directors shall be referred to the members for approval or disapproval if demanded by petition of at least 10% of all the members or by vote of at least a majority of the directors; provided, that the rights of third parties which have vested between the time of such action and such referendum shall not be impaired thereby.
D.C. Code § 29-412.07 — DC Code / Title 29 / Chapter 4 / § 29-412.07
§ 29-412.07. Other claims against dissolved corporation.
Status: in_force

(a) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b) The notice shall:
  (1) Be published one time in a newspaper of general circulation in the District, or, if there was no office in the District, where its principal office is or was last located;
  (2) Describe the information that must be included in a claim and provide a mailing address where the claim must be sent; and
  (3) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.
(c) If the dissolved nonprofit corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the publication date of the newspaper notice:
  (1) A claimant that was not given notice under § 29-412.06 ;
  (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or
  (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim that is not barred by § 29-412.06(b) or § 29-412.07(c) may be enforced:
  (1) Against the dissolved nonprofit corporation, to the extent of its undistributed assets; or
  (2) Except as otherwise provided in § 29-412.08(d) , if the assets have been distributed in liquidation, against any person, other than a creditor of the dissolved corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but a distributee’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee.
D.C. Code § 29-306.31 — DC Code / Title 29 / Chapter 3 / § 29-306.31
§ 29-306.31. Standards of liability for directors.
Status: in_force

(a) A director shall not be liable to the corporation or its shareholders 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) Any provision in the articles of incorporation authorized by § 29-302.02(b)(4) ;
    (B) The protection afforded by § 29-306.71 for action taken in compliance with § 29-306.72 or § 29-306.73 ; or
    (C) The protection afforded by § 29-306.80 ; 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;
    (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; or
    (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 therefore [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 shareholders that is actionable under applicable law.
(b) The party seeking to hold the director liable:
  (1) For money damages, shall also have the burden of establishing that:
    (A) Harm to the corporation or its shareholders 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, shall also have 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, shall also have whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.
(c) This section shall not:
  (1) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under § 29-306.71(b)(3) , alter 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 § 29-306.32 or a transactional interest under § 29-306.71 ; or
  (3) Affects any rights to which the corporation or a shareholder may be entitled under another law of the District or the United States.
D.C. Code § 29-301.01 — DC Code / Title 29 / Chapter 3 / § 29-301.01
§ 29-301.01. Short title.
Status: in_force

This chapter may be cited as the “Business Corporation Act of 2010”.
D.C. Code § 29-414.02 — DC Code / Title 29 / Chapter 4 / § 29-414.02
§ 29-414.02. Application to registered foreign corporations.
Status: in_force

A foreign nonprofit corporation authorized to do business in the District on the effective date of this chapter shall be subject to this chapter, but is not required to obtain a new certificate of registration to do business under this chapter.
D.C. Code § 29-809.01 — DC Code / Title 29 / Chapter 8 / § 29-809.01
§ 29-809.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “Constituent company” means a limited liability company that is a party to a merger.
(2) “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to §§ 29-809.06 through 29-809.09 .
(3) “Domesticating company” means the company that effects a domestication pursuant to §§ 29-809.06 through 29-809.09 .
(4) “Governing statute” means the statute that governs the internal affairs of a foreign limited liability company or limited liability company.
(5) “Personal liability” means liability for a debt, obligation, or other liability of a foreign limited liability company or limited liability company which is imposed on a person that co-owns, has an interest in, or is a member of the company by the:
  (A) Governing statute solely by reason of the person co-owning, having an interest in, or being a member of the company; or
  (B) Company’s certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute, under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the company solely by reason of the person or persons co-owning, having an interest in, or being a member of the company.
(6) “Surviving company” means a foreign limited liability company or limited liability company into which one or more other foreign limited liability companies or limited liability companies are merged whether the company preexisted the merger or was created by the merger.
D.C. Code § 29-407.03 — DC Code / Title 29 / Chapter 4 / § 29-407.03
§ 29-407.03. Action on plan of domestication.
Status: in_force

In the case of a domestication of a domestic nonprofit corporation in a foreign jurisdiction:
(1) The plan of domestication shall be adopted by the board of directors.
(2) After adopting the plan of domestication, the board of directors shall submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.
(3) The board of directors may condition its submission of the plan of domestication to the members on any basis.
(4) If the approval of the members is to be given at a meeting, the corporation shall notify each member, whether or not entitled to vote, of the meeting of members at which the plan of domestication is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation and bylaws as they will be in effect immediately after the domestication.
(5) Unless the articles of incorporation or bylaws, or the board of directors acting pursuant to paragraph (3) of this subsection, requires a greater vote or a greater number of votes to be present, the approval of the plan of domestication by the members shall require the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the plan, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.
(6) Separate voting by voting groups shall be required by each class of members that:
  (A) Are to be reclassified under the plan of domestication into a different class of memberships, or into obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing;
  (B) Would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under § 29-408.04 ; or
  (C) Is entitled under the articles of incorporation or bylaws to vote as a voting group to approve an amendment of the articles.
(7) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors, members of a designated body, or members are parties, adopted or entered into before the effective date of this chapter, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.
D.C. Code § 29-1303.01 — DC Code / Title 29 / Chapter 13 / § 29-1303.01
§ 29-1303.01. Standard of conduct for directors.
Status: in_force

(a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:
  (1) Shall consider the effects of any action upon:
    (A) The shareholders of the benefit corporation;
    (B) The employees and work force of the benefit corporation, its subsidiaries, and its suppliers;
    (C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
    (D) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
    (E) The local and global environment;
    (F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
    (G) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose;
  (2) May consider other pertinent factors or the interests of any other group that they deem appropriate; and
  (3) Need not give priority to the interests of a particular person or group referenced in paragraph (1) or (2) of this subsection over the interests of any other person or group, unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.
(b) The consideration of interests and factors in the manner required by subsection (a) of this section does not constitute a violation of § 29-306.30 .
(c) A director is not personally liable for monetary damages for:
  (1) Any action taken as a director if the director performed the duties of office in compliance with § 29-306.30 and this section; or
  (2) Failure of the benefit corporation to create general public benefit or specific public benefit.
(d) A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
D.C. Code § 29-1119 — DC Code / Title 29 / Chapter 11 / § 29-1119
§ 29-1119. Duties of manager.
Status: in_force

(a) A manager shall owe to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care.
(b) A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement, or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.
(c) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.
(d) A manager that makes a business judgment in good faith satisfies the duties specified in subsection (a) of this section if the manager:
  (1) Is not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment;
  (2) Is informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and
  (3) Believes that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes.
(e) The governing principles in a record may limit or eliminate the liability of a manager to the unincorporated nonprofit association or its members for damages for any action taken, or for failure to take any action, as a manager, except liability for:
  (1) The amount of financial benefit improperly received by a manager;
  (2) An intentional infliction of harm on the association or one or more of its members;
  (3) An intentional violation of criminal law;
  (4) Breach of the duty of loyalty; or
  (5) Improper distributions.
D.C. Code § 29-302.02 — DC Code / Title 29 / Chapter 3 / § 29-302.02
§ 29-302.02. Articles of incorporation.
Status: in_force

(a) The articles of incorporation shall set forth:
  (1) A corporate name for the corporation that satisfies §§ 29-103.01 and 29-103.02(a) ;
  (2) The number of shares the corporation is authorized to issue;
  (3) The information required by § 29-104.04 ; and
  (4) The name and address of each incorporator.
(b) The articles of incorporation may set forth:
  (1) The names and addresses of the individuals who are to serve as the initial directors;
  (2) Provisions not inconsistent with law regarding:
    (A) The purpose or purposes for which the corporation is organized;
    (B) Managing the business and regulating the affairs of the corporation;
    (C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
    (D) A par value for authorized shares or classes of shares;
    (E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
  (3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;
  (4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:
    (A) The amount of a financial benefit received by a director to which the director is not entitled;
    (B) An intentional infliction of harm on the corporation or the shareholders;
    (C) A violation of § 29-306.32 ; or
    (D) An intentional violation of criminal law; and
  (5) A provision permitting or making obligatory indemnification of a director for liability, as defined in § 29-306.50 , to any person for any action taken, or any failure to take any action, as a director, except liability for:
    (A) Receipt of a financial benefit to which the director is not entitled;
    (B) An intentional infliction of harm on the corporation or its shareholders;
    (C) A violation of § 29-306.32 ; or
    (D) An intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(d) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-301.04 .
D.C. Code § 29-306.22 — DC Code / Title 29 / Chapter 3 / § 29-306.22
§ 29-306.22. Notice of meeting.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least 2 days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
D.C. Code § 29-1005.12 — DC Code / Title 29 / Chapter 10 / § 29-1005.12
§ 29-1005.12. Determination of voting power of patron member.
Status: in_force

(a) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following:
  (1) One member, one vote;
  (2) Use or patronage;
  (3) Equity; or
  (4) If a patron member is a cooperative, the number of its patron members.
(b) The organic rules may provide for the allocation of patron member voting power by districts or class, or any combination thereof.
D.C. Code § 29-913 — DC Code / Title 29 / Chapter 9 / § 29-913
§ 29-913. Voting — Number permitted by each member.
Status: in_force

(a) Each member of an association shall have only one vote, except as may be altered in the articles or bylaws for:
  (1) Voting by member organizations; or
  (2) Allocation of votes in a cooperative housing association proportionate to the share of ownership in the association or on the basis of one vote for each unit.
(b) A voting agreement or other device to evade the requirements of this section shall not be enforceable.
D.C. Code § 29-1008.02 — DC Code / Title 29 / Chapter 10 / § 29-1008.02
§ 29-1008.02. No liability as director for limited cooperative association’s obligations.
Status: in_force

A debt, obligation, or other liability of a limited cooperative association shall be solely that of the association and shall not be a debt, obligation, or liability of a director solely by reason of being a director. An individual shall not be personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.
D.C. Code § 29-304.25 — DC Code / Title 29 / Chapter 3 / § 29-304.25
§ 29-304.25. Form and content of certificates.
Status: in_force

(a) Shares may, but need not, be represented by certificates. Unless this chapter or another law expressly provides otherwise, the rights and obligations of shareholders shall be identical whether or not their shares are represented by certificates.
(b) At a minimum, each share certificate shall state on its face:
  (1) The name of the issuing corporation and that it is organized under the law of the District;
  (2) The name of the person to which issued; and
  (3) The number and class of shares and the designation of the series, if any, the certificate represents.
(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d) Each share certificate:
  (1) Shall be signed, either manually or in facsimile, by 2 officers designated in the bylaws or by the board of directors; and
  (2) May bear the corporate seal or its facsimile.
(e) If the officer who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate shall nevertheless be valid.
D.C. Code § 29-905 — DC Code / Title 29 / Chapter 9 / § 29-905
§ 29-905. Powers of association.
Status: in_force

An association shall have the capacity to act possessed by individuals and the authority to do anything required or permitted by this chapter. In addition, an association has the power to:
(1) Continue as a corporation for the time specified in its articles;
(2) Have a corporate seal and to alter the same at pleasure;
(3) Sue and be sued in its corporate name;
(4) Make bylaws for the government and regulation of its affairs;
(5) Acquire, own, hold, sell, lease, pledge, mortgage, or otherwise dispose of any property incident to its purposes and activities and affairs;
(6) (A) Own and hold:
    (i) Membership in, and share capital, of other associations and any other corporations;
    (ii) Any types of bonds or other obligations; and
  (B) While the owner of the items set forth in subparagraph (A) of this paragraph, to exercise all the rights of ownership;
(7) Borrow money, contract debts, and make contracts, including agreements of mutual aid or federation with other associations, other groups organized on a cooperative basis, and other nonprofit groups;
(8) Conduct its affairs within or without the District;
(9) Exercise, in addition, any power granted to ordinary business corporations, except those powers inconsistent with this chapter; and
(10) Exercise all powers not inconsistent with this chapter which may be necessary, convenient, or expedient for the accomplishment of its purposes.
D.C. Code § 29-705.01 — DC Code / Title 29 / Chapter 7 / § 29-705.01
§ 29-705.01. Form of contribution.
Status: in_force

A contribution of a partner may consist of property transferred, services performed, or another benefit provided to the partnership or an agreement to transfer property, perform services, or provide another benefit to the partnership.
D.C. Code § 29-404.10 — DC Code / Title 29 / Chapter 4 / § 29-404.10
§ 29-404.10. Differences in rights and obligations of members.
Status: in_force

Except as otherwise provided in the articles of incorporation or bylaws, each member of a membership corporation shall have the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters.
D.C. Code § 29-307.06 — DC Code / Title 29 / Chapter 3 / § 29-307.06
§ 29-307.06. Abandonment of a domestication.
Status: in_force

(a) Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this subchapter, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b) If a domestication is abandoned under subsection (a) of this section after articles of charter surrender 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 deemed abandoned and shall not become effective.
(c) If the domestication of a foreign business 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 deemed abandoned and shall not become effective.
D.C. Code § 29-102.08 — DC Code / Title 29 / Chapter 1 / § 29-102.08
§ 29-102.08. Certificate of good standing or registration.
Status: in_force

(a) On request of any person, the Mayor shall issue a certificate of good standing for a domestic filing entity or a certificate of registration for a registered foreign entity.
(b) A certificate under subsection (a) of this section shall state:
  (1) The domestic filing entity’s name or the registered foreign entity’s name used in the District;
  (2) In the case of a domestic filing entity:
    (A) That its public organic record has been filed and has taken effect;
    (B) The date the public organic record became effective; and
    (C) The period of the entity’s duration if the records of the Mayor reflect that its period of duration is less than perpetual;
  (3) In the case of a registered foreign entity, that it is registered to do business in the District;
  (4) That all fees and penalties owed to the District for entity filings collected through the Mayor have been paid if:
    (A) Payment is reflected in the records of the Mayor; and
    (B) Nonpayment affects the good standing or registration of the domestic or foreign entity;
  (5) That the entity’s most recent biennial report required by § 29-102.11 has been delivered for filing to the Mayor;
  (6) That the records of the Mayor do not reflect that the entity has been dissolved; and
  (7) That a dissolution proceeding under § 29-106.02 is not pending.
(c) Subject to any qualification stated in the certificate, a certificate issued by the Mayor under subsection (a) of this section may be relied upon as conclusive evidence that the domestic filing entity is in existence or the registered foreign entity is registered to do business in the District.
D.C. Code § 29-406.06 — DC Code / Title 29 / Chapter 4 / § 29-406.06
§ 29-406.06. Staggered terms for directors.
Status: in_force

The articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform.
D.C. Code § 29-102.12 — DC Code / Title 29 / Chapter 1 / § 29-102.12
§ 29-102.12. Fees.
Status: in_force

(a) The Mayor, pursuant to Chapter 5 of Title 2 , shall adopt rules, to establish or revise fees for entity filings authorized to be delivered to the Mayor for filing under this title and for copying and certifying a copy of any entity filing under this title.
(b) There shall be no fee for filing a registered agent’s statement of resignation.
(c) The withdrawal under § 29-102.04 of a filed record before it is effective or the correction of a filed record under § 29-102.05 shall not entitle the person on whose behalf the record was filed to a refund of the filing fee.
(d) The rules proposed pursuant to subsection (a) of this section shall be submitted to the Council for a 45-day period of review, excluding Saturdays, Sundays, legal holidays, and days of Council recess. If the Council does not approve the proposed rules, in whole or in part, by resolution within this 45-day review period, the proposed rules shall be deemed approved.
(e) The Mayor may implement fee and penalty waiver and forgiveness programs by rulemaking to encourage entities to come into compliance with the entity filing requirements of this subchapter .
D.C. Code § 29-1202.05 — DC Code / Title 29 / Chapter 12 / § 29-1202.05
§ 29-1202.05. Liability for inaccurate information in filed record.
Status: in_force

(a) If a record delivered to the Mayor for filing under this title and filed by the Mayor contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:
  (1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and
  (2) Subject to subsection (b) of this section, a trustee of a statutory trust, if:
    (A) The record was delivered for filing on behalf of the trust; and
    (B) The trustee had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the trustee reasonably could have:
      (i) Effected an amendment under § 29-1202.02 ;
      (ii) Filed a petition under § 29-1202.04 ; or
      (iii) Delivered to the Mayor for filing a statement of change under § 29-104.07 or a statement of correction under § 29-102.05 .
(b) An individual who signs a record authorized or required to be filed under this title affirms under penalty of making false statements that the information stated in the record is accurate.
D.C. Code § 29-1206.07 — DC Code / Title 29 / Chapter 12 / § 29-1206.07
§ 29-1206.07. Transaction with beneficial owner.
Status: in_force

Subject to § 29-1205.07 , a beneficial owner or related party of a beneficial owner may lend money to, borrow money from, act as a surety, guarantor, or endorser for, guarantee or assume an obligation of, provide collateral for, or do other business with the statutory trust and, subject to law other than this chapter, shall have the same rights and obligations with respect to a matter as a person that is not a beneficial owner.
D.C. Code § 29-1006.05 — DC Code / Title 29 / Chapter 10 / § 29-1006.05
§ 29-1006.05. Charging order.
Status: in_force

(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the financial rights of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in subsection (b) of this section, a charging order constitutes a lien on the judgment debtor’s financial rights and require the limited cooperative association to pay over to the person to whom 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 under subsection (a) of this section, the 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 court may foreclose the lien and order the sale of the financial rights. Except as otherwise provided in subsection (f) of this section, the purchaser at the foreclosure sale shall obtain only the financial rights that are subject to the charging order, shall not thereby become a member, and shall be subject to § 29-1006.03 .
(d) At any time before a foreclosure under subsection (c) of this section,  a member or transferee whose financial rights are subject to a charging order under subsection (a) of this subsection may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e) At any time before foreclosure under subsection (c) of this section, the limited cooperative association or one or more members whose financial rights 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 forecloses a charging order lien against the sole member of a limited cooperative association:
  (1) The court shall confirm the sale;
  (2) The purchaser at the sale obtains the member’s entire interest, not only the member’s financial rights;
  (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 financial rights.
(h) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee, in the capacity of judgment creditor, may satisfy the judgment from the member’s or transferee’s financial rights.
D.C. Code § 29-413.01 — DC Code / Title 29 / Chapter 4 / § 29-413.01
§ 29-413.01. Corporate records.
Status: in_force

(a) A nonprofit corporation shall keep as permanent records minutes of all meetings of its members, board of directors, and any designated body, a record of all actions taken by the members, board of directors, or members of a designated body without a meeting, and a record of all actions taken by a committee of the board of directors or a designated body on behalf of the corporation.
(b) A nonprofit corporation shall maintain appropriate accounting records.
(c) A membership corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A nonprofit corporation shall maintain its records in written form or in any other form of a record.
(e) A nonprofit corporation shall keep a copy of the following records at its principal office:
  (1) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect;
  (2) Its bylaws or restated bylaws and all amendments to them currently in effect;
  (3) The minutes and records described in subsection (a) of this section for the past 3 years;
  (4) All communications in the form of a record to members generally within the past 3 years, including the financial statements furnished for the past 3 years under § 29-413.20 ;
  (5) A list of the names and business addresses of its current directors and officers; and
  (6) Its most recent biennial report delivered to the Mayor under § 29-102.11 .
D.C. Code § 29-306.56 — DC Code / Title 29 / Chapter 3 / § 29-306.56
§ 29-306.56. Indemnification of officers.
Status: in_force

(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:
  (1) To the same extent as a director; and
  (2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for liability:
    (A) In connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or
    (B) Arising out of conduct that constitutes:
      (i) Receipt by the officer of a financial benefit to which the officer is not entitled;
      (ii) An intentional infliction of harm on the corporation or the shareholders; or
      (iii) An intentional violation of criminal law.
(b) Subsection (a)(2) of this section shall apply to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director shall be entitled to mandatory indemnification under § 29-306.52 , and may apply to the Superior Court under § 29-306.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
D.C. Code § 29-408.02 — DC Code / Title 29 / Chapter 4 / § 29-408.02
§ 29-408.02. Amendment before issuance of memberships.
Status: in_force

If a membership corporation has not yet issued memberships, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the articles of incorporation.
D.C. Code § 29-402.01 — DC Code / Title 29 / Chapter 4 / § 29-402.01
§ 29-402.01. Incorporators.
Status: in_force

One or more persons may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the Mayor for filing.
D.C. Code § 29-301.03 — DC Code / Title 29 / Chapter 3 / § 29-301.03
§ 29-301.03. Notice and other communications.
Status: in_force

(a) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English.
(b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be sent in accordance with this section. If these methods of communication are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
(c) Notice or other communication to a domestic or a registered foreign corporation may be delivered to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of registration.
(d) Notice or other communications may be delivered by electronic transmission if:
  (1) The recipient consents or if authorized by subsection (k) of this section;
  (2) The electronic transmission contains or is accompanied by information from which the recipient can determine the date of the transmission; and
  (3) The transmission was authorized by the sender.
(e) Consent under subsection (d) of this section may be revoked by giving written or electronic notice to the original recipient of the consent. Any such consent is deemed revoked if:
  (1) Two consecutive electronic transmissions are undeliverable; and
  (2) The secretary, assistant secretary, transfer agent, or other person responsible for the provision of notice or other communications knows of the delivery failure. Any inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(f) Unless otherwise agreed between sender and recipient, an electronic transmission is considered received when:
  (1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and
  (2) It is in a form capable of being processed by that system.
(g) Receipt of an electronic acknowledgment from an information processing system described in subsection (f )(1) of this section establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
(h) An electronic transmission is considered received under this section even if no individual is aware of its receipt.
(i) Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:
  (1) If in physical form, when it is left at:
    (A) A shareholder’s address shown on the corporation’s record of shareholders maintained by the corporation under § 29-313.01(c) ;
    (B) A director’s residence or usual place of business; or
    (C) The corporation’s principal place of business;
  (2) If mailed postage prepaid and correctly addressed to a shareholder upon deposit in the United States mail;
  (3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of the following:
    (A) If sent by registered or certified mail, return receipt requested, the date the return receipt is signed by or on behalf of the addressee; or
    (B) 5 days after it is deposited in the United States mail;
  (4) If an electronic transmission, when it is received as provided in subsection (f) of this section; and
  (5) If oral, when communicated.
(j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:
  (1) The electronic transmission is otherwise retrievable in perceivable form; and
  (2) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
(k) If this title prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this title, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.
D.C. Code § 29-407.01 — DC Code / Title 29 / Chapter 4 / § 29-407.01
§ 29-407.01. Definitions.
Status: in_force

For the purposes of this subchapter, the term:
(1) “Domesticated corporation” means the domesticating corporation as it continues in existence after a domestication.
(2) “Domesticating corporation” means the domestic nonprofit corporation that adopts a plan of domestication pursuant to § 29-407.03 or the foreign nonprofit corporation that approves a domestication pursuant to its organic law.
(3) “Domestication” means a transaction authorized by this subchapter.
(4) “Surviving corporation” means the corporation as it continues in existence immediately after consummation of a domestication pursuant to this subchapter.
D.C. Code § 29-413.04 — DC Code / Title 29 / Chapter 4 / § 29-413.04
§ 29-413.04. Court-ordered inspection.
Status: in_force

(a) If a nonprofit corporation does not allow a member who complies with § 29-413.02(a) to inspect and copy any records required by that subsection to be available for inspection, the Superior Court may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member.
(b) If a nonprofit corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with § 29-413.02(b) and (c) may apply to the Superior Court for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the Superior Court orders inspection and copying of the records demanded, it shall also order the nonprofit corporation to pay the member’s costs, including reasonable attorneys’ fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the Superior Court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
D.C. Code § 29-610.04 — DC Code / Title 29 / Chapter 6 / § 29-610.04
§ 29-610.04. Administrative revocation of statement of qualification.
Status: in_force

(a) The Mayor may commence a proceeding under subsections (b) and (c) of this section to revoke the statement of qualification of a limited liability partnership administratively if the partnership does not:
  (1) Pay any fee, tax, or penalty required to be paid to the Mayor not later than 6 months after it is due;
  (2) Deliver a biennial report to the Mayor not later than 6 months after it is due; or
  (3) Have a registered agent in this state for 60 consecutive days.
(b) If the Mayor determines that one or more grounds exist for administratively revoking a statement of qualification, the Mayor shall serve the partnership with notice in a record of the Mayor’s determination.
(c) If a limited liability partnership, not later than 60 days after service of the notice is effected under subsection (b) of this section, does not cure or demonstrate to the satisfaction of the Mayor the nonexistence of each ground determined by the Mayor, the Mayor shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. The Mayor shall file the statement and serve a copy on the partnership pursuant to § 29-102.10 .
(d) An administrative revocation under subsection (c) of this section affects only a partnership’s status as a limited liability partnership and is not an event causing dissolution of the partnership.
(e) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.
D.C. Code § 29-609.06 — DC Code / Title 29 / Chapter 6 / § 29-609.06
§ 29-609.06. Nonexclusive.
Status: in_force

This subchapter shall not be exclusive. Partnerships may merge or engage in interest exchanges in any other manner provided or permitted by law.
D.C. Code § 29-708.05 — DC Code / Title 29 / Chapter 7 / § 29-708.05
§ 29-708.05. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
Status: in_force

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 29-708.04(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner shall be liable:
  (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
  (2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 29-708.04(b) , the person shall be liable:
  (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
  (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
D.C. Code § 29-706.04 — DC Code / Title 29 / Chapter 7 / § 29-706.04
§ 29-706.04. Person’s power to dissociate as general partner; wrongful dissociation.
Status: in_force

(a) A person may dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to § 29-706.03(1) .
(b) A person’s dissociation as a general partner shall be wrongful only if:
  (1) It is in breach of an express provision of the partnership agreement; or
  (2) It occurs before the completion of the winding up of the limited partnership and the person:
    (A) Withdraws as a general partner by express will;
    (B) Expelled as a general partner by judicial determination under § 29-706.03(5) ;
    (C) Is dissociated as a general partner by becoming a debtor in bankruptcy; or
    (D) In the case of a person that is not an individual, trust (other than a business trust), or estate, is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner shall be liable to the limited partnership and, subject to § 29-709.01 , to the other partners for damages caused by the dissociation. The liability shall be in addition to any other obligation of the general partner to the limited partnership or to the other partners.
D.C. Code § 29-413.06 — DC Code / Title 29 / Chapter 4 / § 29-413.06
§ 29-413.06. Exception to notice requirement.
Status: in_force

(a) Whenever notice would otherwise be required to be given under any provision of this chapter to a member, the notice need not be given if notice of 2 consecutive annual meetings, and all notices of meetings during the period between such 2 consecutive annual meetings, have been returned undeliverable or could not be delivered.
(b) If a member delivers to the nonprofit corporation a notice setting forth the member’s then-current address, the requirement that notice be given to that member shall be reinstated.
D.C. Code § 29-803.04 — DC Code / Title 29 / Chapter 8 / § 29-803.04
§ 29-803.04. Liability of members and managers.
Status: in_force

(a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise shall:
  (1) Be solely the debts, obligations, or other liabilities of the company; and
  (2) Not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager regardless of the dissolution of the company.
(b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities and affairs shall not be a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company.
(c) With respect to members of professional limited liability companies, a member shall be personally liable and accountable only for any negligent or wrongful acts or misconduct committed by the member, or by any individual under the member’s supervision and control in the rendering of professional service on behalf of a professional limited liability company organized under this chapter. A member of a professional limited liability company shall not be personally liable and accountable merely because of the member’s membership interest in the professional limited liability company.
D.C. Code § 29-602.01 — DC Code / Title 29 / Chapter 6 / § 29-602.01
§ 29-602.01. Partnership as entity.
Status: in_force

(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership shall continue to be the same entity that existed before the filing of a statement of qualification under § 29-610.01 .
D.C. Code § 29-311.14 — DC Code / Title 29 / Chapter 3 / § 29-311.14
§ 29-311.14. Payment.
Status: in_force

(a) Except as otherwise provided in § 29-311.15 , within 30 days after the form required by § 29-311.12(b)(2)(B) is due, the corporation shall pay in cash to those shareholders who complied with § 29-311.13(a) the amount the corporation estimates to be the fair value of their shares, plus interest.
(b) The payment to each shareholder pursuant to subsection (a) of this section shall be accompanied by:
  (1) The annual financial statements specified in § 29-313.07(a) of the corporation that issued the shares to be appraised, which shall be of a date ending not more than 16 months before the date of payment and shall comply with § 29-313.07(b) ; provided, that if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information, and the latest available quarterly financial statements of such corporation, if any;
  (2) A statement of the corporation’s estimate of the fair value of the shares, which estimate shall equal or exceed the corporation’s estimate given pursuant to § 29-311.12(b)(2)(C) ;
  (3) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under § 29-311.16 and that if any such shareholder does not do so within the time period specified therein, the shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation’s obligations under this subchapter.
D.C. Code § 29-408.03 — DC Code / Title 29 / Chapter 4 / § 29-408.03
§ 29-408.03. Amendment of articles of membership corporation.
Status: in_force

(a) An amendment to the articles of incorporation of a membership corporation shall be adopted in the following manner:
  (1) Except as otherwise provided in paragraph (5) of this subsection, the proposed amendment shall be adopted by the board of directors.
  (2) Except as otherwise provided in §§ 29-408.05 , 29-408.07 , and 29-408.08 , a proposed amendment shall be submitted to the members entitled to vote for their approval.
  (3) The board of directors shall transmit to the members a recommendation that the members approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination.
  (4) The board of directors may condition its submission of the amendment to the members on any basis.
  (5) Except as otherwise provided in the articles of incorporation or bylaws, an amendment may be proposed by 10% or more of the members entitled to vote on the amendment or by such greater or lesser number of members as is specified in the articles. Paragraphs (1), (3), and (4) of this section shall not apply to an amendment proposed by the members under this paragraph.
  (6) If the amendment is required to be approved by the members, and the approval is to be given at a meeting, the corporation shall give notice to each member entitled to vote on the amendment of the meeting of members at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment.
  (7) Unless the articles of incorporation or bylaws, or the board of directors acting pursuant to paragraph (4) of this subsection, requires a greater vote or a greater number of members to be present, the approval of an amendment requires the approval of the members at a meeting at which a quorum exists, and, if any class of members shall be entitled to vote as a separate group on the amendment, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.
  (8) In addition to the adoption and approval of an amendment by the board of directors and members as required by this section, an amendment shall also be approved by a designated body whose approval is required by the articles of incorporation or bylaws.
(b) Unless the articles of incorporation provide otherwise, the board of directors of a membership corporation may adopt amendments to the corporation’s articles of incorporation without approval of the members to:
  (1) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
  (2) Delete the names and addresses of the initial directors or members of a designated body;
  (3) Change the information required by § 2-104.04 ;
  (4) Change the corporation name by substituting or deleting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name; or
  (5) Restate without change all of the then operative provisions of the articles.
D.C. Code § 29-102.10 — DC Code / Title 29 / Chapter 1 / § 29-102.10
§ 29-102.10. Delivery by Mayor.
Status: in_force

Except as otherwise provided by § 29-106.02 or by law other than this title, the Mayor may deliver any record to a person by delivering it to the person that submitted it, to the address of the person’s registered agent, to the principal office address of the person, or to another address the person provides to the Mayor for delivery, or by delivering the record or notice by means of electronic transmission.
D.C. Code § 29-306.70 — DC Code / Title 29 / Chapter 3 / § 29-306.70
§ 29-306.70. Definitions.
Status: in_force

For the purposes of this part, the term:
(1) “Control”, including the term “controlled by”, means:
  (A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise; or
  (B) Being subject to a majority of the risk of loss from the entity’s activities or entitled to receive a majority of the entity’s residual returns.
(2) “Director’s conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation:
  (A) To which, at the relevant time, the director is a party;
  (B) Respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director; or
  (C) Respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.
(3) “Fair to the corporation” means, for the purposes of § 29-306.71(b)(3) , that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was:
  (A) Fair in terms of the director’s dealings with the corporation; and
  (B) Comparable to what might have been obtainable in an arm’s length transaction, given the consideration paid or received by the corporation.
(4) “Material financial interest” means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director’s judgment when participating in action on the authorization of the transaction.
(5) “Related person” means:
  (A) The director’s spouse;
  (B) A child, stepchild, grandchild, parent, step parent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece or nephew, or spouse of any thereof, of the director or of the director’s spouse;
  (C) An individual living in the same home as the director;
  (D) An entity, other than the corporation or an entity controlled by the corporation, controlled by the director or any person specified above in this paragraph;
  (E) A domestic or foreign:
    (i) Business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the director is a governor;
    (ii) Unincorporated entity of which the director is a governor or a member of the governing body; or
    (iii) Individual, trust, or estate for whom or of which the director is a trustee, guardian, personal representative, or like fiduciary; or
  (F) A person that is, or an entity that is controlled by, an employer of the director.
(6) “Relevant time” means:
  (A) The time at which directors’ action respecting the transaction is taken in compliance with § 29-306.72 ; or
  (B) If the transaction is not brought before the board of directors of the corporation, or its committee, for action under § 29-306.72 , at the time the corporation, or an entity controlled by the corporation, becomes legally obligated to consummate the transaction.
(7) “Required disclosure” means disclosure of:
  (A) The existence and nature of the director’s conflicting interest; and
  (B) All facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
D.C. Code § 29-1106 — DC Code / Title 29 / Chapter 11 / § 29-1106
§ 29-1106. Ownership and transfer of property.
Status: in_force

(a) An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an interest in property.
(b) An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee.
D.C. Code § 29-408.23 — DC Code / Title 29 / Chapter 4 / § 29-408.23
§ 29-408.23. Effect of bylaw amendment.
Status: in_force

(a) Property held in trust by a nonprofit corporation or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by an amendment of its bylaws unless the corporation obtains an appropriate order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(b) Unless a nonprofit corporation obtains an appropriate order of the Superior Court under the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its bylaws shall not affect:
  (1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or
  (2) The existing rights of persons other than its members.
(c) A person that is a member or otherwise affiliated with a charitable corporation shall not receive a direct or indirect financial benefit in connection with an amendment of the bylaws unless the person is itself a charitable corporation or an unincorporated entity with a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
D.C. Code § 29-807.04 — DC Code / Title 29 / Chapter 8 / § 29-807.04
§ 29-807.04. Other claims against dissolved limited liability company.
Status: in_force

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice authorized by subsection (a) of this section 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; and
  (3) State that a claim against the company is barred unless an action to enforce the claim is commenced within 3 years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within 3 years after the publication date of the notice, the claim of each of the following claimants shall be barred:
  (1) A claimant that did not receive notice in a record under § 29-807.03 ;
  (2) A claimant whose claim was timely sent to the company but not acted on; and
  (3) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(d) A claim not barred under this section or § 29-807.03 may be enforced:
  (1) Against a dissolved limited liability company, to the extent of its undistributed assets; and
  (2) If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person’s proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, 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 after dissolution.
D.C. Code § 29-803.01 — DC Code / Title 29 / Chapter 8 / § 29-803.01
§ 29-803.01. No agency power of member as member.
Status: in_force

(a) A member shall not be an agent of a limited liability company solely by reason of being a member.
(b) A person’s status as a member shall not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct.
D.C. Code § 29-406.03 — DC Code / Title 29 / Chapter 4 / § 29-406.03
§ 29-406.03. Number of directors.
Status: in_force

(a) A board of directors shall consist of 3 or more directors, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased, but to no fewer than 3, by amendment to, or in the manner provided in, the articles of incorporation or bylaws.
D.C. Code § 29-1301.06 — DC Code / Title 29 / Chapter 13 / § 29-1301.06
§ 29-1301.06. Termination of status.
Status: in_force

(a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation and deleting the provision required by § 29-1301.05 . To be effective, the amendment must be adopted by at least the minimum status vote.
(b) If a plan would have the effect of terminating the status of a business corporation as a benefit corporation, to be effective, the plan must be adopted by at least the minimum status vote. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
D.C. Code § 29-313.07 — DC Code / Title 29 / Chapter 3 / § 29-313.07
§ 29-313.07. Financial statements for shareholders.
Status: in_force

(a) A corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, the report shall accompany them. If not, the statements shall be accompanied by a statement of the president or the person responsible for the corporation’s accounting records:
  (1) Stating such person’s reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
  (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) A corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder that was not sent the statements, the corporation shall mail the shareholder the latest financial statements.
(d) A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements or otherwise making them available in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission.
D.C. Code § 29-604.04 — DC Code / Title 29 / Chapter 6 / § 29-604.04
§ 29-604.04. Liability for contributions.
Status: in_force

(a) A person’s obligation to make a contribution to a partnership is not excused by the person’s death, disability, or other inability to perform personally.
(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the partnership to contribute money equal to the value of the part of the contribution which has not been made.
(c) The obligation of a person to make a contribution may be compromised only by consent of all partners. If a creditor of a limited liability partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, without notice of a compromise under this subsection, the creditor may enforce the obligation.
D.C. Code § 29-305.21 — DC Code / Title 29 / Chapter 3 / § 29-305.21
§ 29-305.21. Voting entitlement of shares.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, shall be entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares shall be entitled to vote.
(b) Absent special circumstances, the shares of a corporation shall not be entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(c) Subsection (b) of this section shall not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d) Redeemable shares shall not be entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
D.C. Code § 29-909 — DC Code / Title 29 / Chapter 9 / § 29-909
§ 29-909. Bylaws — Contents.
Status: in_force

The bylaws may, within the limitations of this chapter, provide for the:
(1) Method and terms of admission to membership and the disposal of members’ interests on cessation of membership for any reason;
(2) Time, place, and manner of calling and conducting meetings;
(3) Number or percentage of the members constituting a quorum;
(4) (A) Number, qualifications, powers, duties, term of office, and manner, time, and vote for election, of directors and officers; and
  (B) Division or classification, if any, of directors to provide for rotating or overlapping terms;
(5) Compensation, if any, of the directors, and the number of directors necessary to constitute a quorum;
(6) Method of distributing the net savings; or
(7) Various discretionary provisions of this chapter as well as other provisions incident to the purposes and activities and affairs of the association.
D.C. Code § 29-406.54 — DC Code / Title 29 / Chapter 4 / § 29-406.54
§ 29-406.54. Court-ordered indemnification and advance for expenses.
Status: in_force

(a) A director who is a party to a proceeding because he or she is or was a director may apply for indemnification or an advance for expenses to the Superior Court. After receipt of an application and after giving any notice it considers necessary, the court shall order:
  (1) Indemnification if the court determines that the director is entitled to mandatory indemnification under § 29-406.52 ;
  (2) Indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by § 29-406.58(a) ; or
  (3) Indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to:
    (A) Indemnify the director; or
    (B) Advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in § 29-406.51(a) , failed to comply with § 29-406.53 , or was adjudged liable in a proceeding referred to in § 29-406.51(d)(1) or (d)(2), but if the director was adjudged so liable, his or her indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
(b) If the Superior Court determines that the director is entitled to indemnification under subsection (a)(1) of this section or to indemnification or advance for expenses under subsection (a)(2) of this section, it shall also order the nonprofit corporation to pay the director’s reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3) of this section, it may also order the corporation to pay the director’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.
D.C. Code § 29-1012.02 — DC Code / Title 29 / Chapter 10 / § 29-1012.02
§ 29-1012.02. Nonjudicial dissolution.
Status: in_force

Except as otherwise provided in §§ 29-1012.03 and 29-106.02 , a limited cooperative association is dissolved and its activities shall be wound up:
(1) Upon the occurrence of an event or at a time specified in the articles of organization;
(2) Upon the action of the association’s organizers, board of directors, or members under § 29-1012.04 or § 29-1012.05 ; or
(3) Ninety days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association:
  (A) Has a sole member that is a cooperative; or
  (B) Not later than the end of the 90-day period, admits at least one member in accordance with the organic rules and has at least 2 members, at least one of which is a patron member.
D.C. Code § 29-414.04 — DC Code / Title 29 / Chapter 4 / § 29-414.04
§ 29-414.04. Quorum requirement for existing nonprofit corporations.
Status: in_force

With respect to a nonprofit corporation that was in existence on the effective date of this chapter, except as otherwise provided in the articles of incorporation or bylaws, one-tenth of the votes of members entitled to vote in person or by proxy shall constitute a quorum.
D.C. Code § 29-702.02 — DC Code / Title 29 / Chapter 7 / § 29-702.02
§ 29-702.02. Amendment or restatement of certificate.
Status: in_force

(a) To amend its certificate of limited partnership, a limited partnership shall deliver to the Mayor for filing an amendment stating:
  (1) The name of the limited partnership;
  (2) The date of filing of its initial certificate; and
  (3) The changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall promptly deliver to the Mayor for filing an amendment to a certificate of limited partnership to reflect the:
  (1) Admission of a new general partner;
  (2) Dissociation of a person as a general partner; or
  (3) Appointment of a person to wind up the limited partnership’s activities or affairs under § 29-708.03(c) or (d).
(c) A general partner that knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances shall promptly:
  (1) Cause the certificate to be amended; or
  (2) If appropriate, deliver to the Mayor for filing a statement of correction pursuant to § 29-102.05 or § 29-104.07 .
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the Mayor for filing in the same manner as an amendment.
(f) Subject to § 29-102.03 , an amendment or restated certificate shall be effective when filed by the Mayor.
(g) A certificate of limited partnership may also be amended by filing articles of merger under subchapter X of this chapter or a statement of merger, interest exchange, conversion, or domestication under Chapter 2 of this title .
D.C. Code § 29-202.01 — DC Code / Title 29 / Chapter 2 / § 29-202.01
§ 29-202.01. Merger authorized.
Status: in_force

(a) Except as otherwise provided in this section, by complying with this subchapter:
  (1) One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
  (2) Two or more foreign entities may merge into a domestic entity.
(b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities a foreign entity may be a party to a merger under this subchapter or may be the surviving entity in such merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) This subchapter shall not apply to a transaction under:
  (1) Subchapter IX of Chapter 3 of this title ;
  (2) Subchapter IX of Chapter 4 of this title ;
  (3) Section 29-512;
  (4) Subchapter IX of Chapter 6 of this title ;
  (5) Subchapter X of Chapter 7 of this title ;
  (6) Subchapter IX of Chapter 8 of this title ;
  (7) Subchapter XV of Chapter 10 of this title ;
  (8) Section 29-1126; or
  (9) Subchapter VII of Chapter 12 of this title .
D.C. Code § 29-701.03 — DC Code / Title 29 / Chapter 7 / § 29-701.03
§ 29-701.03. Knowledge and notice.
Status: in_force

(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
  (1) Knows of it;
  (2) Has received a notification of it;
  (3) Has reason to know it exists from all of the facts known to the person at the time in question; or
  (4) Has notice of it under subsection (c) or (d) of this section.
(c) A certificate of limited partnership on file in the office of the Mayor shall be notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d) of this section, the certificate shall not be notice of any other fact.
(d) A person has notice of:
  (1) Another person’s dissociation as a general partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;
  (2) A limited partnership’s dissolution, 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;
  (3) A limited partnership’s termination, 90 days after the effective date of a statement of termination;
  (4) A limited partnership’s conversion or domestication under Chapter 2 of this title , 90 days after the effective date of the statement of conversion or domestication;
  (5) A merger under subchapter X of this chapter , 90 days after the effective date of the articles of merger; and
  (6) A merger or interest exchange under Chapter 2 of this title , 90 days after the effective date of the statement of merger or interest exchange.
(e) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(f) A person receives a notification when the notification:
  (1) Comes to the person’s attention; or
  (2) Is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(g) Except as otherwise provided in subsection (h) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence shall not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(h) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership shall be effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership shall not be effective as knowledge of, notice to, or receipt of a notification by the limited partnership.
D.C. Code § 29-805.02 — DC Code / Title 29 / Chapter 8 / § 29-805.02
§ 29-805.02. Transfer of transferable interest.
Status: in_force

(a) Subject to § 29-805.03(f) , a transfer, in whole or in part, of a transferable interest:
  (1) Is permissible;
  (2) Shall not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and
  (3) Subject to § 29-805.04 , shall not entitle the transferee to:
    (A) Participate in the management or conduct of the company’s activities and affairs; or
    (B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company’s activities and affairs.
(b) A transferee shall have the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) In a dissolution and winding up of a limited liability company, a transferee shall be entitled to an account of the company’s transactions only from the date of dissolution.
(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) A limited liability company need not give effect to a transferee’s rights under this section until the company has notice of the transfer.
(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement shall be ineffective as to a person having notice of the restriction at the time of transfer.
(g) Except as otherwise provided in § 29-806.02(4)(B) , when a member transfers a transferable interest, the transferor shall retain the rights of a member other than the interest in distributions transferred and shall retain all duties and obligations of a member.
(h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee shall be liable for the member’s obligations under §§ 29-804.03 and 29-804.06(c) known to the transferee when the transferee becomes a member.
D.C. Code § 29-404.11 — DC Code / Title 29 / Chapter 4 / § 29-404.11
§ 29-404.11. Transfers.
Status: in_force

(a) Except as otherwise provided in the articles of incorporation or bylaws, a member of a membership corporation shall not transfer a membership or any right arising therefrom.
(b) If the right to transfer a membership has been provided, a restriction on that right shall not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the affected member.
D.C. Code § 29-409.02 — DC Code / Title 29 / Chapter 4 / § 29-409.02
§ 29-409.02. Merger.
Status: in_force

(a) One or more domestic nonprofit corporations may merge with one or more domestic or foreign nonprofit corporations pursuant to a plan of merger or 2 or more foreign nonprofit corporations or domestic nonprofit corporations may merge into a new domestic nonprofit corporation to be created in the merger in the manner provided in this subchapter.
(b) A foreign nonprofit corporation may be a party to a merger with a domestic nonprofit corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the organic law of the corporation.
(c) If the organic law of a domestic eligible entity shall not prohibit a merger with a nonprofit corporation but does not provide procedures for the approval of such a merger, a plan of merger may be adopted and approved, and the merger may be effectuated, in accordance with the procedures in this subchapter.
(d) The plan of merger shall be in the form of a record and include:
  (1) The name of each domestic or foreign nonprofit corporation that will merge and the name of the domestic or foreign nonprofit corporation that will be the survivor of the merger;
  (2) The terms and conditions of the merger;
  (3) The manner and basis of converting the memberships of each merging domestic or foreign nonprofit membership corporation into memberships, eligible interests, securities, or obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; other property or other consideration; or any combination of the foregoing;
  (4) The articles of incorporation and bylaws of any corporation to be created by the merger, or if a new corporation is not to be created by the merger, any amendments to the survivor’s articles or bylaws or organic records; and
  (5) Any other provisions relating to the merger that the parties desire be included in the plan of merger.
(e) The plan of merger may also include a provision that the plan may be amended prior to filing articles of merger, but if the members of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan shall provide that subsequent to approval of the plan by such members the plan shall not be amended to change:
  (1) The amount or kind of memberships, eligible interests, securities, or obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; or other property or other consideration to be received by the members of or owners of eligible interests in any party to the merger;
  (2) The articles of incorporation or bylaws of any corporation, or the organic records of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by § 29-408.05 or by comparable provisions of the organic law of any such foreign nonprofit or business corporation or domestic or foreign unincorporated entity; or
  (3) Any of the other terms or conditions of the plan, if the change would adversely affect such members in any material respect.
(f) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with § 29-401.04 .
(g) A merger in which a nonprofit corporation and another form of entity are parties is governed by Chapter 2 of this title .
D.C. Code § 29-306.42 — DC Code / Title 29 / Chapter 3 / § 29-306.42
§ 29-306.42. Standards of conduct for officers.
Status: in_force

(a) An officer, when performing in such capacity, shall have the duty to act:
  (1) In good faith;
  (2) With the care that a person in a like position would reasonably exercise under similar circumstances; and
  (3) In a manner the officer reasonably believes to be in the best interests of the corporation.
(b) The duty of an officer shall include the obligation to inform the:
  (1) Superior officer to whom, or the board of directors or the committee thereof to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer’s functions, and known to the officer to be material to the superior officer, board or committee; and
  (2) Officer’s superior officer, another appropriate person within the corporation, or the board of directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(c) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted may rely on:
  (1) The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or
  (2) Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented, or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters:
    (A) Within the particular person’s professional or expert competence; or
    (B) As to which the particular person merits confidence.
(d) An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section has liability depends in such instance on applicable law, including those principles of § 29-306.31 that are relevant.
D.C. Code § 29-914 — DC Code / Title 29 / Chapter 9 / § 29-914
§ 29-914. Voting — Proxy prohibited.
Status: in_force

A member shall not vote by proxy.
D.C. Code § 29-1208.04 — DC Code / Title 29 / Chapter 12 / § 29-1208.04
§ 29-1208.04. Known claims against dissolved statutory trust.
Status: in_force

(a) Except as otherwise provided in subsection (c) of this section, a dissolved statutory trust may give notice of a known claim which has the effect provided in subsection (b) of this section. The trust may, in a record, notify its known claimants of the dissolution. The notice shall:
  (1) Specify the information required to be included in the 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 sent to the claimant; and
  (4) State that the claim will be barred if not received by the deadline.
(b) A claim against a dissolved statutory trust is barred if the requirements of subsection (a) 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 trust:
    (A) The trust notifies the claimant in a record that the claim is rejected and will be barred unless the claimant commences an action against the trust to enforce the claim not later than the 90th day after the claimant receives the notice; and
    (B) The claimant does not commence the required action not later than the 90th day.
(c) This section shall not apply to a claim based on:
  (1) An event occurring after the effective date of dissolution; or
  (2) A liability that on that date is contingent.
D.C. Code § 29-1121 — DC Code / Title 29 / Chapter 11 / § 29-1121
§ 29-1121. Right of members and managers to information.
Status: in_force

(a) On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the unincorporated nonprofit association’s regular operating hours, at a reasonable location specified by the association, any record maintained by the association regarding its activities, financial condition, and other circumstances, to the extent the information is material to the member’s or manager’s rights and duties under the governing principles.
(b) An unincorporated nonprofit association may impose reasonable restrictions on access to, and use of, information to be furnished under this section, including designating the information confidential and imposing the obligations of nondisclosure and safeguarding on the recipient.
(c) An unincorporated nonprofit association may charge a person that makes a demand under this section reasonable copying costs, limited to the costs of labor and materials.
(d) A former member or manager shall be entitled to information to which the member or manager was entitled while a member or manager if the information pertains to the period during which the person was a member or manager, the former member or manager seeks the information in good faith, and the former member or manager satisfies subsections (a) through (c) of this section.
D.C. Code § 29-809.03 — DC Code / Title 29 / Chapter 8 / § 29-809.03
§ 29-809.03. Action on plan of merger by constituent company.
Status: in_force

(a) A plan of merger shall be consented to by all the members of a constituent company.
(b) Subject to any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the Mayor for filing under § 29-809.04 , a constituent company may amend the plan or abandon the merger:
  (1) As provided in the plan; or
  (2) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
D.C. Code § 29-405.27 — DC Code / Title 29 / Chapter 4 / § 29-405.27
§ 29-405.27. Voting for directors.
Status: in_force

(a) Except as otherwise provided in the articles of incorporation or bylaws, directors of a membership corporation shall be elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
(b) Unless permitted by the articles of incorporation or bylaws, members shall not have a right to cumulate their votes for directors.
D.C. Code § 29-104.04 — DC Code / Title 29 / Chapter 1 / § 29-104.04
§ 29-104.04. Designation of registered agent.
Status: in_force

(a) A registered agent filing shall be signed by the entity and state:
  (1) The name of the represented entity’s commercial registered agent; or
  (2) If the entity does not have a commercial registered agent:
    (A) The name and address of the entity’s noncommercial registered agent; or
    (B) If the entity designates an officer or employee to accept service of process, the title of the office or other position and the address of the business office of that person.
(b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.
(c) The Mayor shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list shall:
  (1) Be available for at least 14 calendar days;
  (2) List in alphabetical order the names of the registered agents; and
  (3) State the type of filing and name of the represented entity making the filing.