D.C. Code § 29-1012.08 — DC Code / Title 29 / Chapter 10 / § 29-1012.08
§ 29-1012.08. Known claims against dissolved limited cooperative association.
Status: in_force

(a) Subject to subsection (d) of this section, a dissolved limited cooperative association may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.
(b) A dissolved limited cooperative association may notify its known claimants of the dissolution in a record. The notice shall:
  (1) Specify that a claim be in a record;
  (2) Specify the information required to be included in the claim;
  (3) Provide an address to which the claim must be sent;
  (4) State the deadline for receipt of the claim, which shall not be less than 120 days after the date the notice is received by the claimant; and
  (5) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited cooperative association shall be barred if the requirements of subsection (b) of this section are met and:
  (1) The association is not notified of the claimant’s claim, in a record, by the deadline specified in the notice under subsection (b)(4) of this section;
  (2) In the case of a claim that is timely received but rejected by the association, the claimant does not commence an action to enforce the claim against the association within 90 days after receipt of the notice of the rejection; or
  (3) If a claim is timely received but is not accepted or rejected by the association within 120 days after the deadline for receipt of claims, the claimant does not commence an action to enforce the claim against the association within 90 days after the 120-day period.
(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
D.C. Code § 29-404.20 — DC Code / Title 29 / Chapter 4 / § 29-404.20
§ 29-404.20. Resignation.
Status: in_force

(a) A member of a membership corporation may resign at any time.
(b) The resignation of a member shall not relieve the member from any obligations incurred or commitments made prior to resignation.
D.C. Code § 29-1012.07 — DC Code / Title 29 / Chapter 10 / § 29-1012.07
§ 29-1012.07. Distribution of assets in winding up limited cooperative association.
Status: in_force

(a) In winding up a limited cooperative association’s activities and affairs, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay, in money, the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.
(b) (1) Unless the organic rules otherwise provide, for the purposes of this subsection, the term “financial interests” means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members.
  (2) Unless the organic rules otherwise provide, each member shall be entitled to a distribution from the association of any remaining assets in the proportion of the member’s financial interests to the total financial interests of the members after all other obligations are satisfied.
D.C. Code § 29-306.23 — DC Code / Title 29 / Chapter 3 / § 29-306.23
§ 29-306.23. Waiver of notice.
Status: in_force

(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as otherwise provided in subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
D.C. Code § 29-1303.03 — DC Code / Title 29 / Chapter 13 / § 29-1303.03
§ 29-1303.03. Standard of conduct for officers.
Status: in_force

(a) Each officer of a benefit corporation shall consider the interests and factors described and in the manner provided in § 29-1303.01(a) if:
  (1) The officer has discretion to act with respect to a matter; and
  (2) It is reasonably apparent to the officer that the matter may have a material effect on the creation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
(b) The consideration of interests and factors as provided by subsection (a) of this section shall not constitute a violation of § 29-306.42 .
(c) An officer is not personally liable for monetary damages for:
  (1) Action taken as an officer if the officer performed the duties of the position in compliance with § 29-306.42 and this section; or
  (2) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
(d) An officer does not have a duty to a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the beneficiary’s status.
D.C. Code § 29-404.22 — DC Code / Title 29 / Chapter 4 / § 29-404.22
§ 29-404.22. Purchase of memberships.
Status: in_force

Except as otherwise provided in the articles of incorporation or bylaws, a membership corporation that is not a charitable corporation shall not purchase any of its memberships or any right arising therefrom.
D.C. Code § 29-104.06 — DC Code / Title 29 / Chapter 1 / § 29-104.06
§ 29-104.06. Termination of listing of commercial registered agent.
Status: in_force

(a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the Mayor for filing a commercial registered agent termination statement signed by the agent which states:
  (1) The name of the agent as listed under § 29-104.05 ; and
  (2) That the agent is no longer in the business of serving as a commercial registered agent in the District.
(b) A commercial registered agent termination statement shall be effective at 12:01 a.m. on the 31st day after the day on which it is delivered to the Mayor for filing.
(c) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial registered agent termination statement.
(d) When a commercial registered agent termination statement takes effect, the commercial registered agent ceases to be a registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity pursuant to § 29-104.12 . Termination of the listing of a commercial registered agent under this section shall not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.
D.C. Code § 29-407.02 — DC Code / Title 29 / Chapter 4 / § 29-407.02
§ 29-407.02. Domestication.
Status: in_force

(a) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the domestication is authorized by the law of the foreign jurisdiction.
(b) A domestic nonprofit corporation may become a foreign nonprofit 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 subtitle [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 canceling or reclassifying the memberships of the corporation following its domestication into memberships, obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing; and
  (4) Any desired amendments to the articles of incorporation or bylaws 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 members, the plan shall not be amended without the approval of the members to change:
  (1) The amount or kind of memberships, obligations, rights to acquire memberships, cash, or other property to be received by the members under the plan;
  (2) The articles of incorporation as they will be in effect immediately following the domestication, except for changes permitted by § 29-408.05 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 members 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 § 29-401.04 .
(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 executed by a domestic nonprofit 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 is amended subsequent to that date.
D.C. Code § 29-203.05 — DC Code / Title 29 / Chapter 2 / § 29-203.05
§ 29-203.05. Statement of interest exchange; effective date.
Status: in_force

(a) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and delivered to the Mayor for filing.
(b) A statement of interest exchange shall contain:
  (1) The name and type of the acquired entity;
  (2) The name, jurisdiction of formation, and type of entity of the acquiring entity;
  (3) If the statement of interest exchange is not to be effective upon filing, the later date and time on which it will become effective, which shall not be more than 90 days after the date of filing;
  (4) A statement that the plan of interest exchange was approved by the acquired entity in accordance with this subchapter; and
  (5) Any amendments to the acquired entity’s public organic record approved as part of the plan of interest exchange.
(c) In addition to the requirements of subsection (b) of this section, a statement of interest exchange may contain any other provision not prohibited by law.
(d) A plan of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) of this section may be delivered to the Mayor for filing instead of a statement of interest exchange and upon filing by the Mayor has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this chapter to a statement of interest exchange shall refer to the plan of interest exchange filed under this subsection.
(e) A statement of interest exchange shall be effective upon the date and time of filing or the later date and time specified in the statement of interest exchange.
D.C. Code § 29-1206.16 — DC Code / Title 29 / Chapter 12 / § 29-1206.16
§ 29-1206.16. Liability for improper distributions.
Status: in_force

(a) If a trustee of a statutory trust consents to a distribution made in violation of § 29-1206.15 and in consenting to the distribution fails to comply with § 29-1205.05 , the trustee is personally liable to the trust or the series thereof for the amount of the distribution which exceeds the amount that could have been distributed in accordance with § 29-1206.15 .
(b) A person that receives a distribution knowing that the distribution was made in violation of § 29-1206.15 is personally liable to the statutory trust or series thereof, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 29-1206.15 .
(c) A person against which an action is commenced because the person is liable under subsection (a) or (b) of this section may implead:
  (1) Any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from that person; and
  (2) Any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from that person in the amount the person received in violation of subsection (c) of this section.
(d) An action under this section is barred if not commenced not later than 2 years after the distribution.
D.C. Code § 29-307.03 — DC Code / Title 29 / Chapter 3 / § 29-307.03
§ 29-307.03. Articles of domestication.
Status: in_force

(a) After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication must be signed by any officer or other duly authorized representative. The articles shall set forth:
  (1) The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in the District or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of § 29-103.02(a) ;
  (2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction; and
  (3) A statement that the domestication of the corporation in the District was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in the District.
(b) (1) The articles of domestication shall contain:
    (A) All of the provisions that § 29-302.02(a) requires to be set forth in articles of incorporation and any other desired provisions that § 29-302.02(b) permits to be included in articles of incorporation; or
    (B) Have attached articles of incorporation.
  (2) For the purposes of paragraph (1) of this subsection, provisions that would not be required to be included in restated articles of incorporation may be omitted.
(c) The articles of domestication shall be delivered to the Mayor for filing and take effect at the effective time provided in § 29-102.03 .
(d) If the foreign corporation is authorized to do business in the District under subchapter V of Chapter 1 of this title , its certificate of registration shall be canceled automatically on the effective date of its domestication.
D.C. Code § 29-501 — DC Code / Title 29 / Chapter 5 / § 29-501
§ 29-501. Short title.
Status: in_force

This chapter may be cited as the “Professional Corporation Act of 2010”.
D.C. Code § 29-802.01 — DC Code / Title 29 / Chapter 8 / § 29-802.01
§ 29-802.01. Formation of limited liability company; certificate of organization.
Status: in_force

(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Mayor for filing a certificate of organization.
(b) A certificate of organization shall state:
  (1) The name of the limited liability company, which shall comply with §§ 29-103.01 and 29-103.02(f) ;
  (2) The street and mailing addresses of the initial principal office and the name and street and information required by § 29-104.04 ; and
  (3) If the company will have one or more series that is treated as a separate entity which limits the debts, obligations, and other liabilities to the assets of a particular series as provided in the operating agreement as authorized by § 29-802.06 , a statement to that effect.
(c) Subject to § 29-801.09(c) , a certificate of organization may also contain statements as to matters other than those required by subsection (b) of this subsection [section] but may not vary or otherwise affect the provisions of § 29-801.07(c) in a manner inconsistent with that section. However, a statement in a certificate of organization shall not be effective as a statement of authority.
(d) A limited liability company is formed when the Mayor has filed the company’s certificate of organization and it becomes effective and at least one person becomes a member.
D.C. Code § 29-309.07 — DC Code / Title 29 / Chapter 3 / § 29-309.07
§ 29-309.07. Effect of merger or share exchange.
Status: in_force

(a) When a merger becomes effective:
  (1) The corporation that is designated in the plan of merger as the survivor shall continue or come into existence, as the case may be;
  (2) The separate existence of every corporation that is merged into the survivor shall cease;
  (3) All property owned by, and every contract right possessed by, each corporation that merges into the survivor shall be vested in the survivor without reversion or impairment;
  (4) All liabilities of each corporation that is merged into the survivor shall be vested in the survivor;
  (5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
  (6) The articles of incorporation of the survivor shall be amended to the extent provided in the plan of merger;
  (7) The articles of incorporation of a survivor that is created by the merger shall become effective; and
  (8) The shares of each corporation that is a party to the merger, and the interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into shares, other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, other property, or any combination of the foregoing, shall be converted, and the former holders of such shares shall be entitled only to the rights provided to them in the plan of merger or to any rights they may have under subchapter XI of this chapter .
(b) When a share exchange becomes effective, the shares of the acquired corporation that are to be exchanged for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, or eligible interests, cash, other property, or any combination of the foregoing, shall be entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under subchapter XI of this chapter .
(c) A person that becomes subject to owner liability for some or all of the debts, obligations, or liabilities of any entity as a result of a merger or share exchange shall have owner liability only to the extent provided in the organic law of the entity and only for those debts, obligations, and liabilities that arise after the effective time of the articles of merger or share exchange.
(d) Upon a merger becoming effective, a foreign corporation that is the survivor of the merger shall be deemed to agree that:
  (1) Service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger that exercise appraisal rights may be made in the manner provided in § 29-104.12 ; and
  (2) It will promptly pay the amount, if any, to which such shareholders are entitled under subchapter XI of this chapter .
D.C. Code § 29-1205.04 — DC Code / Title 29 / Chapter 12 / § 29-1205.04
§ 29-1205.04. Protection of person dealing with trustee.
Status: in_force

(a) A person that in good faith assists a trustee, or in good faith and for value deals with a trustee, without knowledge that the trustee is exceeding or improperly exercising the trustee’s power, shall be protected from liability as if the trustee properly exercised the power.
(b) A person that in good faith deals with a trustee need not inquire into the extent of a trustee’s power or the propriety of the exercise of the power.
(c) A person that in good faith delivers property to a trustee need not ensure its proper use.
(d) A person that in good faith and without knowledge that the trusteeship has terminated assists a former trustee as if the former trustee were still a trustee, or in good faith and for value deals with a former trustee as if the former trustee were still a trustee shall be protected from liability as if the former trustee were still a trustee.
D.C. Code § 29-601.02 — DC Code / Title 29 / Chapter 6 / § 29-601.02
§ 29-601.02. Definitions.
Status: in_force

For the purposes of this chapter, the term:
(1) “Business” includes every trade, occupation, and profession.
(2) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in § 29-604.03 provided by a person to a partnership to become a partner or in the person’s capacity as a partner.
(3) “Distribution” means a transfer of money or other property from a partnership to person on account of a transferable interest or in a person’s capacity as a partner.
  (A) The term includes:
    (i) A redemption or other purchase by a partnership of a transferable interest; and
    (ii) A transfer to a partner in return for the partner’s relinquishment of any right to participate as a partner in the management or conduct of the partnership’s business or have access to records or other information concerning the partnership’s business; and
  (B) The term does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
(4) “Domestic partnership” means a partnership whose internal relations are governed by the laws of the District.
(5) “Foreign limited liability partnership” means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 29-603.06(c) .
  (A) Is formed under laws other than the laws of the District; and
  (B) Has the status of a limited liability partnership under those laws.
(6) “Foreign partnership” means an unincorporated entity formed under the law of a jurisdiction other than the District which would be a partnership if formed under the law of the District.
(7) “Limited liability partnership” or “domestic limited liability partnership” means a partnership that has filed a statement of qualification under § 29-610.01 and does not have a similar statement in effect in any other jurisdiction.
(8) “Partner” means a person that:
  (A) Has become a partner in a partnership under § 29-604.02 or was a partner in a partnership when the partnership became subject to this chapter under § 29-611.01 ; and
  (B) Has not dissociated as a partner under § 29-606.01 .
(9) “Partnership” means an association of 2 or more persons to carry on as co-owners a business for profit formed under § 29-602.02 , predecessor law, or comparable law of another jurisdiction.
(10) “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(11) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(12) “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights.
(13) “Registered foreign limited liability partnership” means a foreign limited liability partnership that is registered to do business in this state pursuant to a statement of registration filed by the Mayor.
(14) “Surviving partnership” means a domestic or foreign partnership into which one or more domestic or foreign partnerships are merged. A surviving partnership may preexist the merger or be created by the merger.
(15) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a partnership in accordance with the partnership agreement, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.
(16) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
D.C. Code § 29-309.06 — DC Code / Title 29 / Chapter 3 / § 29-309.06
§ 29-309.06. Articles of merger or share exchange.
Status: in_force

(a) After a plan of merger or a plan of share exchange involving a domestic acquired corporation has been adopted and approved as required by this chapter, articles of merger or share exchange shall be signed on behalf of each party to the merger or the acquired corporation in the share exchange by any officer or other duly authorized representative. The articles shall set forth:
  (1) The names of the parties to the merger or share exchange;
  (2) If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor’s articles of incorporation or the articles of incorporation of the new corporation;
  (3) If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation;
  (4) If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and
  (5) As to each foreign corporation that was a party to the merger or share exchange, a statement that the participation of the foreign corporation was duly authorized as required by the laws of the foreign jurisdiction.
(b) Articles of merger or share exchange shall be delivered to the Mayor for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall be effective at the effective time provided in § 29-102.03 .
D.C. Code § 29-402.05 — DC Code / Title 29 / Chapter 4 / § 29-402.05
§ 29-402.05. Organization of corporation.
Status: in_force

(a) After incorporation:
  (1) If initial directors or members of a designated body are named in the articles of incorporation, those persons shall hold an organizational meeting, as appropriate, at the call of a majority of them, to complete the organization of the nonprofit corporation by electing directors, when the organization of the corporation is to be completed by a designated body, appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
  (2) If initial directors or members of a designated body are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:
    (A) Directors and complete the organization of the nonprofit corporation; or
    (B) A board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in the form of a record describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or outside of the District.
D.C. Code § 29-907 — DC Code / Title 29 / Chapter 9 / § 29-907
§ 29-907. Articles of incorporation — Amendments; vote required for proposal and approval of amendments.
Status: in_force

(a) Amendments to the articles may be proposed by a 2/3 vote of the board of directors or by petition of 10% of the association’s members. The secretary shall send notice of the meeting to consider an amendment at least 30 days in advance to each member at the member’s last known address, accompanied by the full text of the proposal and by that part of the articles to be amended. Two-thirds of the members voting may adopt the amendment and when verified by the president and secretary, it shall be filed and recorded with the Mayor within 30 days of its adoption, and a fee established by the Mayor by rule shall be paid.
(b) If the amendment is to alter the preferences of outstanding shares of any type, or to authorize the issuance of shares having preferences superior to outstanding shares of any type, the vote of 2/3 of the members owning such outstanding shares affected by the change shall also be required for the adoption of the amendment. If the amendment is to alter the rule by which members’ property rights in a nonshare association are determined, a vote of 2/3 of the entire membership shall be required.
(c) The amount of capital and the number and par value of shares may be diminished or increased by amendment of the articles, but the capital shall not be diminished below the amount of paid-up capital existing at the time of amendment.
D.C. Code § 29-607.03 — DC Code / Title 29 / Chapter 6 / § 29-607.03
§ 29-607.03. Dissociated partner’s liability to other persons.
Status: in_force

(a) A partner’s dissociation shall not of itself discharge the partner’s liability for a partnership debt, obligation, or other liability incurred before dissociation. A dissociated partner shall not be liable for a partnership debt, obligation, or other liability incurred after dissociation, except as otherwise provided in subsection (b) of this section.
(b) A partner that dissociates without resulting in a dissolution and winding up of the partnership business shall be liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under subchapter IX of this chapter , within 2 years after the partner’s dissociation, only if the partner is liable for the obligation under § 29-603.06 and 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) .
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership debt, obligation, or other liability.
(d) A dissociated partner shall be released from liability for a partnership debt, obligation, or other liability if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership debt, obligation, or other liability.
D.C. Code § 29-809.09 — DC Code / Title 29 / Chapter 8 / § 29-809.09
§ 29-809.09. Effect of domestication.
Status: in_force

(a) When a domestication takes effect:
  (1) The domesticated company shall be for all purposes the company that existed before the domestication;
  (2) All property owned by the domesticating company shall remain vested in the domesticated company;
  (3) All debts, obligations, or other liabilities of the domesticating company shall continue as debts, obligations, or other liabilities of the domesticated company;
  (4) An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;
  (5) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company shall remain vested in the domesticated company;
  (6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication shall take effect; and
  (7) Except as otherwise agreed, the domestication shall not dissolve a domesticating limited liability company for the purposes of subchapter VII of this chapter .
(b) A domesticated 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 the domesticating company, if, before the domestication, the domesticating company was subject to suit in the District on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to do business in the District may be served with process as provided in § 29-404.12 for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Mayor under this subsection shall be made in the same manner and has the same consequences as in § 29-104.12 .
(c) If a limited liability company has adopted and approved a plan of domestication under § 29-809.06 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate of organization shall be delivered to the Mayor for filing setting forth:
  (1) The name of the company;
  (2) A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;
  (3) A statement the domestication was approved as required by this chapter; and
  (4) The jurisdiction of formation of the domesticated foreign limited liability company.
D.C. Code § 29-808.05 — DC Code / Title 29 / Chapter 8 / § 29-808.05
§ 29-808.05. Special litigation committee.
Status: in_force

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the Superior Court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection shall not prevent the court from enforcing a person’s right to information under § 29-804.10 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.
(c) A special litigation committee may be appointed:
  (1) In a member-managed limited liability company:
    (A) By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and
    (B) If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or
  (2) In a manager-managed limited liability company:
    (A) By a majority of the managers not named as defendants or plaintiffs in the proceeding; and
    (B) If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:
  (1) Continue under the control of the plaintiff;
  (2) Continue under the control of the committee;
  (3) Be settled on terms approved by the committee; or
  (4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the Superior Court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
D.C. Code § 29-934 — DC Code / Title 29 / Chapter 9 / § 29-934
§ 29-934. Dissolution; methods; vote required for approval; distribution of assets.
Status: in_force

An association may, at any regular or special meeting legally called, be directed to dissolve by a vote of 2  /3   of the entire membership. By a vote of a majority of the members voting, 3 members shall be designated as trustees, who shall, on behalf of the association and within a time fixed in their designation or within any extension thereof, liquidate its assets, and shall distribute them in the manner set forth in this section. The association shall file a statement of dissolution with the Mayor. An action in the Superior Court for judicial dissolution of an association organized under this chapter may be instituted for the causes and prosecuted in the manner set forth in part B of subchapter XII of Chapter 4 of this title ; provided, that any distribution of assets shall be in the manner set forth in this section. In case of any dissolution of an association, its assets shall be distributed in the following manner and order:
(1) Payment of its debts and expenses;
(2) Returning to members the par value of their shares or of their membership certificates, return to the subscribers the amounts paid on their subscriptions, and returning to the patrons the amount of savings returns credited to their accounts toward the purchase of shares or membership certificates; and
(3) Distribution of any surplus in either or both of the following ways as the articles may provide:
  (A) Among those patrons who have been members or subscribers at any time during the past 6 years, on the basis of their patronage during that period; or
  (B) As a gift to any consumers’ cooperative association or other nonprofit enterprise which may be designated in the articles.
D.C. Code § 29-1012.12 — DC Code / Title 29 / Chapter 10 / § 29-1012.12
§ 29-1012.12. Statement of termination.
Status: in_force

(a) A dissolved limited cooperative association that has completed winding up may deliver to the Mayor for filing a statement of termination that states:
  (1) The name of the association;
  (2) The date of filing of its initial articles of organization; and
  (3) That the association is terminated.
(b) The filing of a statement of termination shall not itself terminate the limited cooperative association.
D.C. Code § 29-308.02 — DC Code / Title 29 / Chapter 3 / § 29-308.02
§ 29-308.02. Amendment before issuance of shares.
Status: in_force

If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation.
D.C. Code § 29-306.72 — DC Code / Title 29 / Chapter 3 / § 29-306.72
§ 29-306.72. Directors’ action.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, directors’ action respecting a director’s conflicting interest transaction shall be effective for the purposes of § 29-306.71(b)(1) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than 2, of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section; provided, that:
  (1) The qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and
  (2) (A) If the action has been taken by a committee, all members of the committee were qualified directors; and
    (B) (i) The committee was composed of all the qualified directors on the board of directors; or
      (ii) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(b) Notwithstanding subsection (a) of this section, when a transaction is a director’s conflicting interest transaction only because a related person described in § 29-306.70(5)(E) or (F) is a party to or has a material financial interest in the transaction, the conflicted director shall not be obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director discloses to the qualified directors voting on the transaction:
  (1) All information required to be disclosed that is not so violative;
  (2) The existence and nature of the director’s conflicting interest; and
  (3) The nature of the conflicted director’s duty not to disclose the confidential information.
(c) A majority, but no fewer than 2, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for the purposes of action that complies with this section.
(d) If directors’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
D.C. Code § 29-306.08 — DC Code / Title 29 / Chapter 3 / § 29-306.08
§ 29-306.08. Removal of directors by shareholders.
Status: in_force

(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors shall be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group shall participate in the vote to remove that director.
(c) If cumulative voting is authorized, a director shall not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal. If cumulative voting is not authorized, a director shall be removed only if the number of votes cast to remove exceeds the number of votes cast not to remove the director.
(d) A director shall be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
D.C. Code § 29-1005.10 — DC Code / Title 29 / Chapter 10 / § 29-1005.10
§ 29-1005.10. Quorum of members.
Status: in_force

Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting shall constitute a quorum.
D.C. Code § 29-306.04 — DC Code / Title 29 / Chapter 3 / § 29-306.04
§ 29-306.04. Election of directors by certain classes of shareholders.
Status: in_force

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors shall be a separate voting group for the purposes of the election of directors.
D.C. Code § 29-205.05 — DC Code / Title 29 / Chapter 2 / § 29-205.05
§ 29-205.05. Statement of domestication; effective date.
Status: in_force

(a) A statement of domestication shall be signed on behalf of the domesticating entity and delivered to the Mayor for filing.
(b) A statement of domestication shall contain:
  (1) The name, jurisdiction of formation, and type of the domesticating entity;
  (2) The name and jurisdiction of formation of the domesticated entity;
  (3) If the statement of domestication is not to be effective upon filing, the later date and time on which it will become effective, which shall not be more than 90 days after the date of filing;
  (4) If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this subchapter or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;
  (5) If the domesticated entity is a domestic filing entity, its public organic record as an attachment; and
  (6) If the domesticated entity is a domestic limited liability partnership, its statement of qualification as an attachment; and
  (7) If the domesticated entity is a foreign entity that is not a registered foreign entity, a mailing address to which the process may be served pursuant to § 29-205.06(e) .
(c) In addition to the requirements of subsection (b) of this section, a statement of domestication may contain any other provision not prohibited by law.
(d) If the domesticated entity is a domestic entity, its public organic record, if any, shall satisfy the requirements of the law of the District, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) A plan of domestication that is signed on behalf of a domesticating domestic entity and meets all of the requirements of subsection (b) of this section may be delivered to the Mayor for filing instead of a statement of domestication and, upon filing by the Mayor, shall have the same effect. If a plan of domestication is filed as provided in this subsection, references in this chapter to a statement of domestication shall refer to the plan of domestication filed under this subsection.
(f) A statement of domestication shall be effective upon the date and time of filing or the later date and time specified in the statement of domestication.
D.C. Code § 29-804.06 — DC Code / Title 29 / Chapter 8 / § 29-804.06
§ 29-804.06. Liability for improper distributions.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of § 29-804.05 and, in consenting to the distribution, fails to comply with § 29-804.09 , the member or manager shall be personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of § 29-804.05 .
(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) of this section shall apply to the other members and not the member that the operating agreement relieves of authority and responsibility.
(c) A person that receives a distribution knowing that the distribution to that person was made in violation of § 29-804.05 shall be personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 29-804.05 .
(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may implead any:
  (1) Other person that is subject to liability under subsection (a) of this section and seek to compel contribution from the person; and
  (2) Person that received a distribution in violation of subsection (c) of this section and seek to compel contribution from the person in the amount the person received in violation of subsection (c) of this section.
(e) An action under this section shall be barred if not commenced within 2 years after the distribution.
D.C. Code § 29-105.07 — DC Code / Title 29 / Chapter 1 / § 29-105.07
§ 29-105.07. Withdrawal of registration of registered foreign entity.
Status: in_force

(a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the Mayor for filing. The statement of withdrawal shall be signed by the entity and state:
  (1) The name of the foreign entity and the name of the jurisdiction under whose law it is formed;
  (2) The type of entity, including, if it is a limited partnership, whether it is a limited liability limited partnership;
  (3) That the entity is not doing business in the District and that it withdraws its registration to do business in the District;
  (4) That the entity revokes the authority of its registered agent to accept service on its behalf in the District; and
  (5) An address to which service of process may be made under subsection (b) of this section.
(b) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time it was registered to do business in the District may be made pursuant to § 29-104.12 .
D.C. Code § 29-1301.05 — DC Code / Title 29 / Chapter 13 / § 29-1301.05
§ 29-1301.05. Election of status.
Status: in_force

(a) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 29-308.01 , a statement that the corporation is a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.
(b) (1) This subsection applies if all of the following apply:
    (A) An entity that is not a benefit corporation is:
      (i) A party to a merger or consolidation; or
      (ii) The exchanging entity in a share exchange; and
    (B) The surviving, new, or resulting entity in the merger, consolidation, or share exchange is to be a benefit corporation.
  (2) To be effective, a plan of merger, consolidation or share exchange subject to this subsection must be adopted by at least the minimum status vote.
D.C. Code § 29-201.07 — DC Code / Title 29 / Chapter 2 / § 29-201.07
§ 29-201.07. Reference to external facts.
Status: in_force

A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
D.C. Code § 29-102.04 — DC Code / Title 29 / Chapter 1 / § 29-102.04
§ 29-102.04. Withdrawal of filed record before effectiveness.
Status: in_force

(a) The parties to a filed record may withdraw the record before it takes effect.
(b) To withdraw a filed record, the parties to the record shall deliver to the Mayor for filing a statement of withdrawal.
(c) A statement of withdrawal shall:
  (1) Except as otherwise agreed by the parties, be signed on behalf of each party that signed the filed record being withdrawn;
  (2) Identify the filed record to be withdrawn, the date of its filing, and the parties to it; and
  (3) If not filed by all parties, state that the filed record has been withdrawn in accordance with the agreement of the parties.
(d) Upon filing by the Mayor of a statement of withdrawal, the action or transaction evidenced by the original filed record shall not take effect.
D.C. Code § 29-105.01 — DC Code / Title 29 / Chapter 1 / § 29-105.01
§ 29-105.01. Governing law.
Status: in_force

(a) The law of the jurisdiction of formation of an entity shall govern the:
  (1) Internal affairs of the entity;
  (2) Liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the entity;
  (3) Liability of a series of a series limited liability company; and
  (4) Liability of a series of a statutory trust.
(b) A foreign entity shall not be precluded from registering to do business in the District because of any difference between the laws of the entity’s jurisdiction of formation and the laws of the District.
(c) Registration of a foreign entity to do business in the District shall not authorize it to engage in any activity or exercise any power that a domestic entity of the same type may not engage in or exercise in the District.
D.C. Code § 29-406.05 — DC Code / Title 29 / Chapter 4 / § 29-406.05
§ 29-406.05. Terms of directors generally.
Status: in_force

(a) The articles of incorporation or bylaws may specify the terms of directors. If a term is not specified in the articles or bylaws, the term of a director is one year. Except for directors who are appointed by persons that are not members or who are designated in a manner other than by election or appointment, the term of a director shall not exceed 5 years. Except as otherwise provided in the articles or bylaws, a director shall be appointed, elected, or otherwise designated for additional terms.
(b) A decrease in the number of directors or term of office shall not shorten an incumbent director’s term.
(c) Except as otherwise provided in the articles of incorporation or bylaws, the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling.
(d) Despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected, appointed, or designated and until the director’s successor takes office, unless otherwise provided in the articles of incorporation or bylaws.
D.C. Code § 29-406.70 — DC Code / Title 29 / Chapter 4 / § 29-406.70
§ 29-406.70. Conflicting interest transactions; voidability.
Status: in_force

(a) A contract or transaction between a nonprofit corporation and one or more of its members, directors, members of a designated body, or officers or between a nonprofit corporation and any other entity in which one or more of its directors, members of a designated body, or officers are directors or officers, hold a similar position, or have a financial interest, shall not be void or voidable solely for that reason, or solely because the member, director, member of a designated body, or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because his or their votes are counted for that purpose, if:
  (1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum;
  (2) The material facts as to the relationship or interest of the member, director, or officer and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of those members; or
  (3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved, or ratified by the board of directors or the members.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes a contract or transaction specified in subsection (a) of this section.
(c) This section shall be applicable except as otherwise restricted in the articles of incorporation or bylaws.
D.C. Code § 29-203.06 — DC Code / Title 29 / Chapter 2 / § 29-203.06
§ 29-203.06. Effect of interest exchange.
Status: in_force

(a) When an interest exchange becomes effective:
  (1) The interests in the acquired entity that are the subject of the interest exchange shall cease to exist or are converted or exchanged, and the interest holders of those interests shall be entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under § 29-201.09 and the acquired entity’s organic law;
  (2) The acquiring entity shall be the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;
  (3) The public organic record, if any, of the acquired entity shall be amended as provided in the statement of interest exchange and shall be binding on its interest holders; and
  (4) The private organic rules of the acquired entity that are to be in a record, if any, shall be amended to the extent provided in the plan of interest exchange and shall be binding on and enforceable by:
    (A) Its interest holders; and
    (B) In the case of an acquired entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the acquired entity’s private organic rules.
(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange shall not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the acquired entity.
(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the interest exchange becomes effective.
(d) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability shall be as follows:
  (1) The interest exchange shall not discharge any interest holder liability under the organic law of the domestic acquired entity to the extent the interest holder liability arose before the interest exchange became effective;
  (2) The person shall not have interest holder liability under the organic law of the domestic acquired entity for any liability that arises after the interest exchange becomes effective;
  (3) The organic law of the domestic acquired entity shall continue to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) of this subsection as if the interest exchange had not occurred; and
  (4) The person has whatever rights of contribution from any other person as are provided by law other than this title or the organic rules of the domestic acquired entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the interest exchange had not occurred.
D.C. Code § 29-705.08 — DC Code / Title 29 / Chapter 7 / § 29-705.08
§ 29-705.08. Limitations on distribution.
Status: in_force

(a) A limited partnership shall not make a distribution, including a distribution under § 29-708.09 , in violation of the partnership agreement.
(b) A limited partnership shall not make a distribution if after the distribution:
  (1) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities and affairs; or
  (2) The limited partnership’s total assets would be less than the sum of its total liabilities plus, unless the partnership agreement permits otherwise, the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners and transferees whose preferential rights are superior to those of persons receiving the distribution.
(c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(d) Except as otherwise provided in subsection (g) of this section, the effect of a distribution under subsection (b) of this section shall be measured:
  (1) In the case of distribution, as defined in § 29-701.02(3) , as of the earlier of:
    (A) The date money or other property is transferred or debt is incurred by the limited partnership; or
    (B) The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution;
  (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
  (3) In all other cases, as of the date:
    (A) The distribution is authorized, if the payment occurs not later than 120 days after that date; or
    (B) The payment is made, if payment occurs more than 120 days after the distribution is authorized.
(e) A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section shall be at parity with the limited partnership’s indebtedness to its general, unsecured creditors.
(f) A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, shall not [be] considered a liability for purposes of subsection (b) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness shall be treated as a distribution, the effect of which is measured on the date the payment is made.
(h) In measuring the effect of a distribution under § 29-705.03 , the debts, obligations, and other liabilities of a dissolved limited partnership do not include any claim that has been disposed of under § 29-708.06 , [§ ] 29-708.07, or [§ ] 29-708.08.
D.C. Code § 29-305.28 — DC Code / Title 29 / Chapter 3 / § 29-305.28
§ 29-305.28. Voting for directors; cumulative voting.
Status: in_force

(a) Unless otherwise provided in the articles of incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b) Shareholders shall not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that “all” or “a designated voting group” “of shareholders are entitled to cumulate their votes for directors”, or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among 2 or more candidates.
(d) Shares otherwise entitled to vote cumulatively shall not be voted cumulatively at a particular meeting unless:
  (1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
  (2) (A) A shareholder that has the right to cumulate his votes gives notice to the corporation not less than 48 hours before the time set for the meeting of the shareholder’s intent to cumulate votes during the meeting.
    (B) If one shareholder gives this notice, all other shareholders in the same voting group participating in the election shall be entitled to cumulate their votes without giving further notice.
D.C. Code § 29-304.20 — DC Code / Title 29 / Chapter 3 / § 29-304.20
§ 29-304.20. Subscription for shares before incorporation.
Status: in_force

(a) A subscription for shares entered into before incorporation shall be irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation shall be fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than 20 days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation shall be a contract between the subscriber and the corporation subject to § 29-304.02 .
D.C. Code § 29-904 — DC Code / Title 29 / Chapter 9 / § 29-904
§ 29-904. Purposes for incorporation.
Status: in_force

An association may be incorporated under this chapter to engage in any one or more lawful mode or modes of acquiring, producing, building, operating, manufacturing, furnishing, exchanging, or distributing any type or types of property, commodities, goods, or services for the primary and mutual benefit of the patrons of the association, or their patrons, if any, as ultimate consumers.
D.C. Code § 29-308.04 — DC Code / Title 29 / Chapter 3 / § 29-308.04
§ 29-308.04. Voting on amendments by voting groups.
Status: in_force

(a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class shall be entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:
  (1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
  (2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
  (3) Change the rights, preferences, or limitations of all or part of the shares of the class;
  (4) Change the shares of all or part of the class into a different number of shares of the same class;
  (5) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;
  (6) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;
  (7) Limit or deny an existing preemptive right of all or part of the shares of the class; or
  (8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the holders of shares of that series shall be entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles the holders of 2 or more classes or series of shares to vote as separate voting groups under this section would affect those 2 or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.
(d) A class or series of shares shall be entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
D.C. Code § 29-1301.02 — DC Code / Title 29 / Chapter 13 / § 29-1301.02
§ 29-1301.02. Definitions.
Status: in_force

(a) For the purposes of this chapter, the term:
  (1) “Benefit corporation” means a business corporation:
    (A) That has elected to become subject to this chapter; and
    (B) The status of which as a benefit corporation has not been terminated under § 29-1301.06 .
  (2) “Benefit director” means either:
    (A) The director designated as the benefit director of a benefit corporation under § 29-1303.02 ; or
    (B) A person with one or more of the powers, duties, or rights of a benefit director to the extent provided in the bylaws under § 29-1303.02 .
  (3) “Benefit enforcement proceeding” means any claim or action for:
    (A) Failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles of incorporation; or
    (B) A violation of any obligation, duty, or standard of conduct under this chapter.
  (4) “Benefit officer” means the individual designated as the benefit officer of a benefit corporation under § 29-1303.04 .
  (5) “General public benefit” means the material positive impact that the business and operations of a benefit corporation has on society and the environment, taken as a whole, assessed against a third-party standard.
  (6) “Independent”, subject to subsection (b) of this section, means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation. A person who serves as a benefit director or benefit officer is not independent by virtue of such service. A material relationship between a person and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if any of the following apply:
    (A) The person is, or has been within the last 3 years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation.
    (B) An immediate family member of the person is, or has been within the last 3 years, an executive officer other than a benefit officer of the benefit corporation or its subsidiary.
    (C) There is beneficial or record ownership of 5% or more of the outstanding shares of the benefit corporation by:
      (i) The person; or
      (ii) An entity of which the person is a director, an officer, or a manager or in which the person owns beneficially or of record 5% or more of the outstanding equity interests.
  (7) “Minimum status vote” means:
    (A) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:
      (i) The shareholders of every class or series shall be entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series.
      (ii) The corporate action must be approved by vote of the shareholders of each voting group entitled to cast at least 2/3 of the votes that all shareholders of the voting group are entitled to cast on the action.
    (B) In the case of an entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions:
      (i) The holders of each class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity shall be entitled as a separate voting group to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series.
      (ii) The action must be approved by vote or consent of each voting group described in sub-subparagraph (i) of this subparagraph entitled to cast at least 2/3 of the votes or consents that all the members of the group are entitled to cast on the action.
  (8) “Specific public benefit” includes:
    (A) Providing low-income or underserved individuals or communities with beneficial products or services;
    (B) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
    (C) Preserving the environment;
    (D) Improving human health;
    (E) Promoting the arts, sciences, or advancement of knowledge;
    (F) Increasing the flow of capital to entities with a public benefit purpose; and
    (G) The accomplishment of any other particular benefit on society or the environment.
  (9) “Subsidiary” means, subject to subsection (b) of this section, in relation to a person, an entity in which the person owns beneficially or of record 50% or more of the outstanding equity interests.
  (10) “Third-party standard” means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is:
    (A) Comprehensive in that it assesses the effect of the business and its operations upon the interests listed in § 29-1303.01(a)(1)(B) , (C), (D), and (E);
    (B) Developed by an organization that is independent of the benefit corporation and satisfies the following requirements:
      (i) Not more than 1/3 of the members of the governing body of the organization are representatives of any of the following:
        (I) An association of businesses operating in a specific industry the performance of whose members is measured by the third-party standard;
        (II) Businesses from a specific industry or an association of businesses in that industry; or
        (III) Businesses whose performance is assessed against the standard.
      (ii) The organization is not materially financed by an association or business described in sub-subparagraph (i) of this subparagraph;
    (C) Credible because the standard is developed by a person that both:
      (i) Has access to necessary expertise to assess overall corporate social and environmental performance; and
      (ii) Uses a balanced multi-stakeholder approach, including a public comment period of at least 30 days to develop the standard; and
    (D) Transparent because the following information is publicly available:
      (i) About the standard:
        (I) The criteria considered when measuring the overall social and environmental performance of a business; and
        (II) The relative weightings of those criteria; and
      (ii) About the development and revision of the standard:
        (I) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard;
        (II) The process by which revisions to the standard and changes to the membership of the governing body are made; and
        (III) An accounting of the sources of financial support for the organization, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.
(b) For purposes of the definitions of the terms “independent” and “subsidiary” in subsection (a) of this section, a percentage of ownership in an entity shall be calculated as if all outstanding rights to acquire equity interests in the entity have been exercised.
D.C. Code § 29-604.07 — DC Code / Title 29 / Chapter 6 / § 29-604.07
§ 29-604.07. General standards of partner’s conduct.
Status: in_force

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section.
(b) A partner’s duty of loyalty to the partnership and the other partners include the following:
  (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
  (2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
  (3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
(f) A partner may lend money to and do other business with the partnership, and, as to each loan or transaction, the rights and obligations of the partner shall be the same as those of a person that is not a partner, subject to other applicable law.
(g) This section shall apply to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
(h) All the partners may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
(i) It is a defense to a claim under subsection (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the partnership.
(j) If, as permitted by subsection (f) of this section or the partnership agreement, a partner enters into a transaction with the partnership which otherwise would be prohibited by subsection (b)(2) of this section, the partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.
D.C. Code § 29-801.08 — DC Code / Title 29 / Chapter 8 / § 29-801.08
§ 29-801.08. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
Status: in_force

(a) A limited liability company shall be bound by, and may enforce, the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
(b) A person that becomes a member of a limited liability company shall be deemed to assent to the operating agreement.
(c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that, upon the formation of the company, the terms will become the operating agreement.
D.C. Code § 29-410.03 — DC Code / Title 29 / Chapter 4 / § 29-410.03
§ 29-410.03. Restrictions on dispositions of assets.
Status: in_force

(a) Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction described in § 29-410.01 or § 29-410.02 unless the nonprofit corporation obtains an appropriate order from 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) 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 a disposition of assets unless the person is a charitable corporation or an unincorporated entity that has a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
D.C. Code § 29-1005.11 — DC Code / Title 29 / Chapter 10 / § 29-1005.11
§ 29-1005.11. Voting by patron members.
Status: in_force

Except as otherwise provided by § 29-1005.12(a) , each patron member shall have one vote. The organic rules may allocate voting power among patron members as provided in § 29-1005.12(a) .
D.C. Code § 29-1013.03 — DC Code / Title 29 / Chapter 10 / § 29-1013.03
§ 29-1013.03. Pleading.
Status: in_force

In a derivative action to enforce a right of a limited cooperative association, the complaint shall state:
(1) The date and content of the plaintiff’s demand under § 29-1013.01(1) and the association’s response;
(2) If 90 days have not expired since the demand, how irreparable harm to the association would result by waiting for the expiration of 90 days;
(3) If the association agreed to bring an action demanded, that the action has not been brought within a reasonable time; and
(4) If the demand should be excused as futile, the reasons therefor.
D.C. Code § 29-1015.02 — DC Code / Title 29 / Chapter 10 / § 29-1015.02
§ 29-1015.02. Merger.
Status: in_force

(a) One or more constituent limited cooperative associations may merge with one or more other constituent associations pursuant to this subchapter and a plan of merger. If any of the constituent associations is a foreign cooperative association, the law of the jurisdiction in which it was formed shall authorize the merger.
(b) A plan of merger shall be in a record and shall include:
  (1) The name and jurisdiction of organization of each constituent limited cooperative association;
  (2) The name and jurisdiction of organization of the surviving limited cooperative association;
  (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent association into any combination of money, interests in any entity, and other consideration;
  (4) If the surviving association is to be created by the merger, the surviving association’s organic rules; and
  (5) If the surviving association is not to be created by the merger, any amendments to be made by the merger to the surviving association’s organic rules.
D.C. Code § 29-306.21 — DC Code / Title 29 / Chapter 3 / § 29-306.21
§ 29-306.21. Action without meeting.
Status: in_force

(a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent in a record describing the action to be taken and delivers it to the corporation.
(b) Action taken under this section shall be the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked consents in a record signed by all the directors.
(c) A consent signed under this section shall have the effect of action taken at a meeting of the board of directors and may be described as such in any document.
D.C. Code § 29-308.09 — DC Code / Title 29 / Chapter 3 / § 29-308.09
§ 29-308.09. Effect of amendment.
Status: in_force

An amendment to the articles of incorporation shall not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name shall not abate a proceeding brought by or against the corporation in its former name.
D.C. Code § 29-919 — DC Code / Title 29 / Chapter 9 / § 29-919
§ 29-919. Officers.
Status: in_force

The officers of an association shall include a president, one or more vice-presidents, a secretary and a treasurer, or a secretary-treasurer. The officers shall be elected annually by the directors unless the bylaws otherwise provide. The president and at least one vice-president shall be directors, but no other officer need be a director.
D.C. Code § 29-406.30 — DC Code / Title 29 / Chapter 4 / § 29-406.30
§ 29-406.30. Standards of conduct for directors.
Status: in_force

(a) Each member of the board of directors, when discharging the duties of a director, shall act:
  (1) In good faith; and
  (2) In a manner the director reasonably believes to be in the best interests of the nonprofit corporation.
(b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
(c) In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
(d) In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted may rely on the performance by any of the persons specified in subsection (f)(1), (3), or (4) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law.
(e) In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f) of this section.
(f) A director may rely, in accordance with subsection (d) or (e) of this section, on:
  (1) One or more officers, employees, or volunteers of the nonprofit corporation whom the director 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 director 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) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence; or
  (4) In the case of a religious corporation, religious authorities and ministers, priests, rabbis, imams, or other persons whose positions or duties the director reasonably believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(g) A director shall not be a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
D.C. Code § 29-412.05 — DC Code / Title 29 / Chapter 4 / § 29-412.05
§ 29-412.05. Effect of dissolution.
Status: in_force

(a) A dissolved nonprofit corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
  (1) Collecting its assets;
  (2) Disposing of its properties that will not be distributed in kind;
  (3) Discharging or making provision for discharging its liabilities;
  (4) Distributing its remaining property as required by law and its articles of incorporation and bylaws, and otherwise as approved when the dissolution was approved or among the members per capita; and
  (5) Doing every other act necessary to wind up and liquidate its activities and affairs.
(b) Dissolution of a nonprofit corporation shall not:
  (1) Transfer title to the corporation’s property;
  (2) Subject its directors, members of a designated body, or officers to standards of conduct different from those prescribed in subchapter VI of this chapter ;
  (3) Change:
    (A) Quorum or voting requirements for its board of directors or members;
    (B) Provisions for selection, resignation, or removal of its directors or officers, or both;
    (C) Provisions for amending its bylaws;
  (4) Prevent commencement of a proceeding by or against the corporation in its corporate name;
  (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
  (6) Terminate the authority of the registered agent of the corporation.
(c) Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by the dissolution of a nonprofit corporation unless and until the corporation obtains an 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.
(d) 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 the dissolution of the corporation unless the person is a charitable corporation or an unincorporated entity that has a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
D.C. Code § 29-311.16 — DC Code / Title 29 / Chapter 3 / § 29-311.16
§ 29-311.16. Procedure if shareholder dissatisfied with payment or offer.
Status: in_force

(a) A shareholder paid pursuant to § 29-311.14 that is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under § 29-311.14 . A shareholder offered payment under § 29-311.15 that is dissatisfied with that offer shall reject the offer and demand payment of the shareholder’s stated estimate of the fair value of the shares plus interest.
(b) A shareholder that fails to notify the corporation in writing of that shareholder’s demand to be paid the shareholder’s stated estimate of the fair value plus interest under subsection (a) of this section within 30 days after receiving the corporation’s payment or offer of payment under § 29-311.14 or § 29-311.15 , respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections.
D.C. Code § 29-1008.20 — DC Code / Title 29 / Chapter 10 / § 29-1008.20
§ 29-1008.20. Other considerations of directors.
Status: in_force

Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long and short term interest of the association and its patron members, may consider:
(1) The interest of employees, customers, and suppliers of the association;
(2) The interest of the community in which the association operates; and
(3) Other cooperative principles and values that may be applied in the context of the decision.
D.C. Code § 29-1006.04 — DC Code / Title 29 / Chapter 10 / § 29-1006.04
§ 29-1006.04. Security interest and set-off.
Status: in_force

(a) A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association.
(b) Unless the organic rules otherwise provide, a member shall not create an enforceable security interest in the member’s governance interests in a limited cooperative association.
(c) The organic rules may provide that a limited cooperative association has a security interest in the financial rights of a member to secure payment of any indebtedness or other obligation of the member to the association. A security interest provided for in the organic rules shall be enforceable under, and governed by, Article 9 of Subtitle I of Title 28 .
(d) Unless the organic rules otherwise provide, a member shall not compel the limited cooperative association to offset financial rights against any indebtedness or obligation owed to the association.
D.C. Code § 29-1206.12 — DC Code / Title 29 / Chapter 12 / § 29-1206.12
§ 29-1206.12. Pleading.
Status: in_force

In a derivative action to enforce a right of a statutory trust, the complaint shall state with particularity the:
(1) Date and content of the plaintiff’s demand and the trustees’ response to the demand; or
(2) Reason the demand should be excused as futile.
D.C. Code § 29-1206.11 — DC Code / Title 29 / Chapter 12 / § 29-1206.11
§ 29-1206.11. Proper plaintiff.
Status: in_force

A derivative action to enforce a right of a statutory trust may be maintained only by a person that is a beneficial owner at the time the action is commenced and:
(1) Was a beneficial owner when the conduct giving rise to the action occurred; or
(2) Whose status as a beneficial owner devolved upon the person by operation of law or pursuant to the terms of the governing instrument from a person that was a beneficial owner at the time of the conduct.
D.C. Code § 29-302.07 — DC Code / Title 29 / Chapter 3 / § 29-302.07
§ 29-302.07. Emergency bylaws.
Status: in_force

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which shall be subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
  (1) Procedures for calling a meeting of the board of directors;
  (2) Quorum requirements for the meeting; and
  (3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws shall remain effective during the emergency. The emergency bylaws shall not be effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
  (1) Binds the corporation; and
  (2) Shall not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for the purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
D.C. Code § 29-1113 — DC Code / Title 29 / Chapter 11 / § 29-1113
§ 29-1113. Procedural requirements for member meetings.
Status: in_force

(a) Unless an unincorporated nonprofit association’s governing principles provide otherwise:
  (1) Approval of a matter by the members shall require an affirmative majority of the votes cast at a meeting of members; and
  (2) Each member shall be entitled to one vote on each matter that is submitted for approval by members.
(b) The governing principles may provide for the:
  (1) Calling, location, and timing of member meetings;
  (2) Notice and quorum requirements for member meetings;
  (3) Conduct of member meetings;
  (4) Taking of action by the members by consent without a meeting or casting ballots; and
  (5) Participation by members in a member meeting by telephone or other means of electronic communication.
(c) If the governing principles do not provide for a matter described in subsection (b) of this section, customary usages and principles of parliamentary law and procedure apply.
D.C. Code § 29-406.40 — DC Code / Title 29 / Chapter 4 / § 29-406.40
§ 29-406.40. Officers.
Status: in_force

(a) The officers of a nonprofit corporation shall be the individuals who hold the offices described in its articles of incorporation or bylaws or are appointed or elected in accordance with the articles and bylaws or as authorized by the board of directors. At a minimum, a nonprofit corporation shall have 2 separate officers, one responsible for the management of the corporation, who may be referred to as the “President” or by any other term used in its articles of incorporation or bylaws and another responsible for the financial affairs of the corporation, who may be referred to as the “Treasurer”, or by any other term used in its articles of incorporation or bylaws.
(b) The articles of incorporation or bylaws or the board of directors shall assign to one of the officers responsibility for preparing or supervising the preparation of the minutes of the meetings of the board of directors and the members, if any, and for maintaining and authenticating the records of the corporation required to be kept under § 29-413.01(a) and (e).
(c) The same individual may simultaneously hold more than one office in a nonprofit corporation.
D.C. Code § 29-514 — DC Code / Title 29 / Chapter 5 / § 29-514
§ 29-514. Disposition of stock of disqualified, deceased, or legally incompetent shareholder.
Status: in_force

(a) Subject to the limitations of this section, a disqualified shareholder and personal representatives, legatees, or heirs of a deceased or legally incompetent shareholder may continue to own shares of a professional corporation, but shall not participate in any decision concerning the rendering of professional services by the corporation. The articles of incorporation, bylaws, or an agreement among the shareholders of a professional corporation may provide, consistent with this section, for the disposition of shares of a disqualified, deceased, or legally incompetent shareholder.
(b) The articles of incorporation, bylaws, or an agreement among shareholders may provide that, within 90 days, or any earlier date, after the date a shareholder becomes a disqualified shareholder, the disqualified shareholder shall sell and surrender, and the corporation or any individuals qualified to be shareholders shall purchase and receive, the shareholder’s shares of stock of the corporation. In the absence of such a provision, the disqualified shareholder shall sell and surrender, and the corporation shall purchase and receive, the shareholder’s shares of stock of the corporation within 30 days after the date the shareholder becomes a disqualified shareholder. Unless otherwise provided by the articles of incorporation, bylaws, or an agreement among the shareholders, payment for the shares of stock purchased pursuant to this subsection shall be made in full no later than 6 months after the expiration of the period by which the purchases must be made.
(c) The articles of incorporation, bylaws, or an agreement among shareholders may provide that, within one year, or any earlier date, after the date of death of a shareholder, the shareholder’s personal representative, legatees, or heirs shall sell and surrender, and the corporation or any individuals qualified to be shareholders shall purchase and receive, the shares of stock of the corporation owned by the deceased shareholder. In the absence of such a provision, the personal representatives, legatees, or heirs shall sell and surrender, and the corporation shall purchase and receive, the shares of stock of the corporation within 180 days after the date of death of the shareholder. Unless otherwise provided by the articles of incorporation, bylaws, or an agreement among the shareholders, payment for the shares of stock purchased pursuant to this subsection shall be made in full no later than one year after the date of death of the shareholder.
D.C. Code § 29-908 — DC Code / Title 29 / Chapter 9 / § 29-908
§ 29-908. Bylaws; adoption, amendment, or repeal.
Status: in_force

Bylaws shall be adopted, amended, or repealed by at least a majority vote of the members voting.
D.C. Code § 29-703.01 — DC Code / Title 29 / Chapter 7 / § 29-703.01
§ 29-703.01. Becoming limited partner.
Status: in_force

(a) A person becomes a limited partner:
  (1) Upon formation as provided in the partnership agreement; or
  (2) After formation, a person becomes a limited partner:
    (A) As provided in the partnership agreement;
    (B) As the result of a merger under subchapter X of this chapter or a transaction under Chapter 2 of this title ;
    (C) With the consent of all the partners; or
    (D) As provided in § 29-708.01(4) .
(b) A person may become a limited partner without:
  (1) Acquiring a transferable interest; or
  (2) Making or being obligated to make a contribution to the limited partnership.
D.C. Code § 29-1001.12 — DC Code / Title 29 / Chapter 10 / § 29-1001.12
§ 29-1001.12. Dual capacity.
Status: in_force

A person may have a patron member’s interest and an investor member’s interest. When such person acts as a patron member, the person shall be subject to this chapter and the organic rules governing patron members. When such person acts as an investor member, the person shall be subject to this chapter and the organic rules governing investor members.
D.C. Code § 29-608.08 — DC Code / Title 29 / Chapter 6 / § 29-608.08
§ 29-608.08. Known claims against dissolved limited liability partnership.
Status: in_force

(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.
(b) A dissolved limited liability partnership may, in a record, notify its known claimants of the dissolution. The notice must:
  (1) Specify the information required to be included in a claim;
  (2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;
  (3) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant;
  (4) State that the claim will be barred if it is not received by the deadline; and
  (5) Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on § 29-603.06 .
(c) A claim against a dissolved limited liability partnership is barred if the notice requirements of subsection (b) of this section are met and:
  (1) The claim is not received by the specified deadline; or
  (2) If the claim is timely received but rejected by the limited liability partnership:
    (A) The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than 90 days after the date the claimant receives the notice; and
    (B) The claimant does not commence the required action not later than 90 days after the claimant receives the notice.
(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
D.C. Code § 29-312.02 — DC Code / Title 29 / Chapter 3 / § 29-312.02
§ 29-312.02. Dissolution by board of directors and shareholders.
Status: in_force

(a) A corporation’s board of directors may propose dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
  (1) The board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
  (2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e) Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.
D.C. Code § 29-305.23 — DC Code / Title 29 / Chapter 3 / § 29-305.23
§ 29-305.23. Shares held by nominees.
Status: in_force

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b) The procedure may set forth:
  (1) The types of nominees to which it applies;
  (2) The rights or privileges that the corporation recognizes in a beneficial owner;
  (3) The manner in which the procedure is selected by the nominee;
  (4) The information that must be provided when the procedure is selected;
  (5) The period for which selection of the procedure is effective; and
  (6) Other aspects of the rights and duties created.
D.C. Code § 29-502 — DC Code / Title 29 / Chapter 5 / § 29-502
§ 29-502. Definitions.
Status: in_force

For the purposes of this chapter, the term:
(1) “License” means license, certification, certificate, or registration, or other legal authorization required by law as a condition precedent to the rendering of professional service within the District.
(2) “Professional corporation” means a corporation organized under this chapter solely for the specific purposes provided under this chapter and which has, as its shareholders, only individuals who themselves are duly licensed to render the same professional service as the corporation.
(3) “Professional service” means any type of personal service to the public which may be lawfully rendered only pursuant to a license and which by law, custom, standards of professional conduct or practice in the District before December 10, 1971, could not be rendered by a corporation, including the services performed by certified public accountants, attorneys, architects, health professionals as defined in section 101(8) of the District of Columbia Health Occupations Revision Act of 1985, effective March 25, 1986 ( D.C. Law 6-99 ; D.C. Official Code § 3-1201.01(8) ), and professional engineers.
D.C. Code § 29-312.22 — DC Code / Title 29 / Chapter 3 / § 29-312.22
§ 29-312.22. Receivership or custodianship.
Status: in_force

(a) Unless an election to purchase has been filed under § 29-312.24 , the Superior Court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the activities and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.
(b) The Superior Court may appoint an individual or a domestic or foreign corporation, authorized to do business in the District, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The Superior Court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended. Among other powers:
  (1) The receiver may:
    (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
    (B) Sue and defend in his or her own name as receiver of the corporation;
  (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d) The Superior Court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and its creditors.
(e) The Superior Court during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
D.C. Code § 29-806.03 — DC Code / Title 29 / Chapter 8 / § 29-806.03
§ 29-806.03. Effect of person’s dissociation as member.
Status: in_force

(a) When a person is dissociated as a member of a limited liability company:
  (1) The person’s right to participate as a member in the management and conduct of the company’s activities and affairs shall terminate;
  (2) If the company is member-managed, the person’s duties and obligations under § 29-804.09 end with regard to matters arising and events occurring after the person’s dissociation; and
  (3) Subject to § 29-805.04 , subchapter IX of this chapter , and Chapter 2 of this title , any transferable interest owned by the person immediately before dissociation in the person’s capacity as a member is owned by the person solely as a transferee.
(b) A person’s dissociation as a member of a limited liability company shall not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.
D.C. Code § 29-101.06 — DC Code / Title 29 / Chapter 1 / § 29-101.06
§ 29-101.06. Civil fines for violations of title.
Status: in_force

(a) The Mayor, pursuant to rules adopted in accordance with subchapter I of Chapter 5 of Title 2 , may impose civil fines and penalties pursuant to Chapter 18 of Title 2 , on any person who:
  (1) Signs any filing pursuant to this title knowing it to contain a material misstatement of fact;
  (2) Does business in the District of Columbia and:
    (A) If a domestic business corporation or professional corporation, does not have articles of incorporation filed under § 29-302.02 ;
    (B) If a domestic nonprofit corporation, does not have articles of incorporation filed under § 29-402.02 ;
    (C) If a domestic limited partnership, does not have a certificate of limited partnership filed under § 29-702.01 ;
    (D) If a domestic limited liability company, does not have a certificate of organization filed under § 29-802.01 ;
    (E) If a domestic general cooperative association, does not have articles of incorporation filed under § 29-906 ;
    (F) If a domestic limited cooperative association, does not have articles of organization filed under § 29-1003.02 ; or
    (G) If a domestic statutory trust, does not have a certificate of trust filed under § 29-1202.01 ;
  (3) If a domestic entity of a type described in paragraph (2) of this subsection, does business in the District of Columbia after it has been dissolved, whether voluntarily, judicially, or administratively, unless the dissolution has been revoked or the entity has been reinstated in accordance with this title;
  (4) If a foreign filing entity, does business in the District of Columbia:
    (A) Without having obtained a certificate of registration under § 29-105.02 ; or
    (B) After its certificate of registration has been terminated under § 29-105.11 ; or
  (5) Fails to designate and maintain a registered agent as required by this title.
(b) Civil fines, penalties, and fees imposed by the Mayor under subsection (a) of this section shall be adjudicated pursuant to subchapter I of Chapter 18 of Title 2 [.]
(c) 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 disapproved.
D.C. Code § 29-935 — DC Code / Title 29 / Chapter 9 / § 29-935
§ 29-935. Existing cooperative groups; acceptance of act; filing and recordation of amended articles and bylaws.
Status: in_force

Any group incorporated under another law of the District and operating on a cooperative basis or any unincorporated group operating on such a basis in the District may elect by a vote of 2  /3   of the members voting to secure the benefits of and be bound by this chapter, and shall thereupon amend the parts of its articles and bylaws as are not in conformity with this chapter. A certified copy of the amended articles shall be delivered to the Mayor for filing.
D.C. Code § 29-1206.15 — DC Code / Title 29 / Chapter 12 / § 29-1206.15
§ 29-1206.15. Limitations on distributions.
Status: in_force

(a) A statutory trust may not make a distribution, including a distribution under § 29-1208.03(b)(2) , if after the distribution:
  (1) The trust would not be able to pay its debts as they become due in the ordinary course of the trust’s activities and affairs; or
  (2) The trust’s total assets would be less than the sum of its total liabilities plus, unless the governing instrument permits otherwise, the amount that would be needed, if the trust were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of beneficial owners and transferees whose preferential rights are superior to the right to receive distributions of the persons receiving the distribution.
(b) A trustee may base a determination that a distribution is not prohibited under subsection (a) of this section on:
  (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or
  (2) A fair valuation or other method that is reasonable under the circumstances.
(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:
  (1) In the case of a distribution by purchase, redemption, or other acquisition of a beneficial interest, as of the earlier of the date:
    (A) Money or other property is transferred or debt is incurred by the trust; or
    (B) The person entitled to the distribution ceases to own the interest or rights being acquired by the trust in return for the distribution;
  (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
  (3) In all other cases, as of the date:
    (A) The distribution is authorized, if the payment occurs not later than 120 days after that date; or
    (B) The payment is made, if the payment occurs more than 120 days after the distribution is authorized.
(d) A statutory trust’s indebtedness to a beneficial owner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the trust’s indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
(e) A statutory trust’s indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest are made only if and to the extent that payment of a distribution could then be made under this section. If indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.
(f) In measuring the effect of a distribution under § 29-1208.03(b)(2) , the debts, obligations, and other liabilities of a dissolved statutory trust do not include any claim that has been disposed of under § 29-1208.04 , 29-1208.05, or 29-1208.06.
D.C. Code § 29-304.21 — DC Code / Title 29 / Chapter 3 / § 29-304.21
§ 29-304.21. Issuance of shares.
Status: in_force

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including money, promissory notes, services performed, contracts for services to be performed, and other securities of the corporation.
(c) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors shall be conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor shall be fully paid and nonassessable.
(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.
(f) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the matter exists, if:
  (1) The shares, other securities, or rights are issued for consideration other than money or money equivalents, and
  (2) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than 20% of the voting power of the shares of the corporation that were outstanding immediately before the transaction.
(g) For the purposes of this subsection:
  (1) For the purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares is the greater of:
    (A) The voting power of the shares to be issued; or
    (B) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.
  (2) A series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.
D.C. Code § 29-603.08 — DC Code / Title 29 / Chapter 6 / § 29-603.08
§ 29-603.08. Liability of purported partner.
Status: in_force

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner shall be liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner shall be liable to a person that relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner shall be liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner shall be liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner shall be an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons that enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation shall result. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation shall be jointly and severally liable.
(c) A person shall not be liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person shall not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this section, persons that are not partners as to each other shall not be liable as partners to other persons.
D.C. Code § 29-302.04 — DC Code / Title 29 / Chapter 3 / § 29-302.04
§ 29-302.04. Liability for preincorporation transactions.
Status: in_force

All persons purporting to act as or on behalf of a 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 § 29-1010.05 — DC Code / Title 29 / Chapter 10 / § 29-1010.05
§ 29-1010.05. Distributions.
Status: in_force

(a) Unless the organic rules otherwise provide and subject to § 29-1010.07 , the board of directors may authorize, and the limited cooperative association may make, distributions to members.
(b) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association’s own or other securities.
D.C. Code § 29-1012.10 — DC Code / Title 29 / Chapter 10 / § 29-1012.10
§ 29-1012.10. Court proceedings.
Status: in_force

(a) Upon application by a dissolved limited cooperative association that has published a notice under § 29-1012.09 , the Superior Court may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution, but that, based on the facts known to the association, are reasonably anticipated to arise after the effective date of dissolution. The court need not require security for any claim that is barred under § 29-1012.08 or § 29-1012.09 or that is reasonably anticipated to be barred under that section.
(b) Not later than 10 days after filing an application under subsection (a) of this section, a dissolved limited cooperative association shall give notice of the proceeding to each known claimant holding a contingent claim as shown on the records of the dissolved association.
(c) The Superior Court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved limited cooperative association shall pay reasonable fees and expenses of the representative, including all reasonable attorneys’ and expert witness fees.
(d) Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the Superior Court shall satisfy the association’s obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution. The association’s obligations with respect to claims that are contingent may not be enforced against a member or holder of financial rights that received assets in liquidation.
D.C. Code § 29-312.04 — DC Code / Title 29 / Chapter 3 / § 29-312.04
§ 29-312.04. Revocation of dissolution.
Status: in_force

(a) A corporation may revoke its dissolution within 120 days of its effective date.
  (1) The name of the corporation;
  (2) The effective date of the dissolution that was revoked;
  (3) The date that the revocation of dissolution was authorized;
  (4) If the corporation’s board of directors, or incorporators, revoked the dissolution, a statement to that effect;
  (5) If the corporation’s board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
  (6) If shareholder action was required to revoke the dissolution, the information required by § 29-312.03(a)(3) .
(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Mayor for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(d) Revocation of dissolution shall be effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
D.C. Code § 29-411.06 — DC Code / Title 29 / Chapter 4 / § 29-411.06
§ 29-411.06. Discontinuance or settlement.
Status: in_force

A derivative proceeding shall not be discontinued or settled without the Superior Court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the members or a class of members of the nonprofit corporation, the court shall direct that notice be given to the members affected.
D.C. Code § 29-1206.05 — DC Code / Title 29 / Chapter 12 / § 29-1206.05
§ 29-1206.05. Redemption of beneficial interest.
Status: in_force

A statutory trust may acquire, by purchase, redemption, or otherwise, any beneficial interest in the trust or series thereof. A beneficial interest acquired under this section shall be canceled.
D.C. Code § 29-101.01 — DC Code / Title 29 / Chapter 1 / § 29-101.01
§ 29-101.01. Short titles.
Status: in_force

(a) This title may be cited as the “Business Organizations Code”.
(b) This chapter may be cited as the “Business Organizations Code General Provisions Act of 2010”.
(c) Subchapter IV of this chapter may be cited as the “Registered Agent Act of 2010”.
D.C. Code § 29-409.03 — DC Code / Title 29 / Chapter 4 / § 29-409.03
§ 29-409.03. Membership exchange.
Status: in_force

(a) Through a membership exchange:
  (1) A domestic nonprofit corporation may acquire, pursuant to a plan of membership exchange, all of the memberships of one or more classes of another domestic or foreign nonprofit corporation, or all of the eligible interests of one or more classes or series of eligible interests of a domestic or foreign nonprofit corporation, in exchange for 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; and
  (2) All of the memberships of one or more classes of a domestic nonprofit corporation may be acquired by another domestic or foreign nonprofit corporation or eligible entity, in exchange for memberships, eligible interests, securities, obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; other property or other consideration; or any combination of the foregoing, pursuant to a plan of membership exchange.
(b) A foreign nonprofit corporation or eligible entity may be a party to a membership exchange only if the membership exchange is permitted by the organic law of the corporation or eligible entity.
(c) If the organic law of a domestic eligible entity does not prohibit a membership exchange with a nonprofit corporation but does not provide procedures for the approval of an exchange of interests similar to a membership exchange, a plan of membership exchange may be adopted and approved, and the membership exchange effectuated, in accordance with the procedures, if any, for a merger. If the organic law of a domestic eligible entity does not provide procedures for either an interest exchange or a merger, a plan of membership exchange may be adopted and approved, and the membership exchange effectuated, in accordance with the procedures in this subchapter. For the purposes of applying this subchapter:
  (1) The eligible entity, its interest holders, eligible interests, and organic documents shall be deemed to be a domestic nonprofit corporation, members, memberships, and articles of incorporation and bylaws, respectively, as the context may require; and
  (2) If the activities and affairs of the eligible entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(d) The plan of membership exchange shall be in the form of a record and include:
  (1) The name of each domestic or foreign nonprofit corporation or eligible entity whose memberships or eligible interests will be acquired and the name of the corporation or eligible entity that will acquire those memberships or eligible interests;
  (2) The terms and conditions of the membership exchange;
  (3) The manner and basis of exchanging the memberships of a corporation or the eligible interests in an eligible entity whose memberships or eligible interests will be acquired under the membership exchange into memberships, eligible interests, securities, or obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; other property or other consideration; or any combination of the foregoing;
  (4) Any changes desired to be made in the organic records of the exchanging entity; and
  (5) Any other provisions relating to the membership exchange that the parties desire be included in the plan of exchange.
(e) The plan of membership exchange may also include a provision that the plan may be amended prior to filing articles of membership exchange, but if the members of a domestic nonprofit corporation that is a party to the membership exchange 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 issued by the domestic nonprofit corporation or to be received by its members, as the case may be; or
  (2) 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 membership exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with § 29-401.04 .
(g) This section shall not limit the power of a domestic nonprofit corporation to acquire memberships in another corporation or eligible interests in an eligible entity in a transaction other than a membership exchange.
(h) 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 exchanging entity before the effective date of this chapter contains a provision applying to a merger or change in control of the exchanging entity that does not refer to a membership exchange, the provision shall be deemed to apply to a membership exchange of the exchanging entity until such time as the provision is amended subsequent to that date.
D.C. Code § 29-307.04 — DC Code / Title 29 / Chapter 3 / § 29-307.04
§ 29-307.04. Surrender of charter upon domestication.
Status: in_force

(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subchapter, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
  (1) The name of the corporation;
  (2) A statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction;
  (3) A statement that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation; and
  (4) The corporation’s new jurisdiction of incorporation.
(b) The articles of charter surrender shall be delivered by the corporation to the Mayor for filing. The articles of charter surrender shall be effective on the effective time provided in § 29-102.03 .
D.C. Code § 29-809.02 — DC Code / Title 29 / Chapter 8 / § 29-809.02
§ 29-809.02. Merger.
Status: in_force

(a) A limited liability company may merge with one or more other constituent companies pursuant to this section, §§ 29-809.03 through 29-809.05 , and a plan of merger, if:
  (1) The governing statute of each of the other companies authorizes the merger;
  (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
  (3) Each of the other companies complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
  (1) The name and form of each constituent company;
  (2) The name and form of the surviving company and, if the surviving company is to be created by the merger, a statement to that effect;
  (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent company into any combination of money, interests in the surviving company, and other consideration;
  (4) If the surviving company is to be created by the merger, the surviving company’s organizational documents that are proposed to be in a record; and
  (5) If the surviving company is not to be created by the merger, any amendments to be made by the merger to the surviving company’s certificate of organization and any amendments to its operating agreement that are, or are proposed to be, in a record.
(c) A merger in which a limited liability company and another form of entity are parties shall be governed by Chapter 2 of this title .
D.C. Code § 29-938 — DC Code / Title 29 / Chapter 9 / § 29-938
§ 29-938. Chapter 3 of this title applicable to associations.
Status: in_force

Chapter 3 of this title shall apply to associations formed under this chapter, except to the extent that it is in conflict with this chapter.
D.C. Code § 29-902 — DC Code / Title 29 / Chapter 9 / § 29-902
§ 29-902. Definitions.
Status: in_force

For the purposes of this chapter, the term:
(1) “Articles” means the articles of incorporation referred to in § 29-906 .
(2) “Association” means a group enterprise incorporated under this chapter. An association shall be treated as a nonprofit corporation for purposes of taxation or securities regulation under the law of the District.
(3) “Cooperative basis” as applied to any incorporated or unincorporated group referred to in §§ 29-905(7) , 29-913 , 29-923 , 29-935 , and 29-936 means that:
  (A) Each member has one vote only, except as may be altered in the articles or bylaws by provision for:
    (i) Voting by member organizations; or
    (ii) 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) The maximum rate at which any return is paid on share or membership capital is limited to not more than 8% per annum; and
  (C) The net savings after payment, if any, of this limited return on capital and after making provision for such separate funds as may be required or specifically permitted by statute, articles, or bylaws, or allocated or distributed to member patrons, or to all patrons, in proportion to their patronage, be retained by the enterprise, for the actual or potential expansion of its services or the reduction of its charges to the patrons or for other purposes not inconsistent with its nonprofit character.
(4) “Member” means a member in a nonshare association or share association.
(5) “Net savings” means the total income of an association minus the costs of operation.
(6) “Savings returns” means the amount returned to the patrons in proportion to their patronage or otherwise in accordance with § 29-931 .
D.C. Code § 29-708.01 — DC Code / Title 29 / Chapter 7 / § 29-708.01
§ 29-708.01. Nonjudicial dissolution.
Status: in_force

Except as otherwise provided in § 29-708.02 , a limited partnership is dissolved, and its activities and affairs shall be wound up, only upon the occurrence of any of the following:
(1) The happening of an event specified in the partnership agreement;
(2) The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) After the dissociation of a person as a general partner:
  (A) If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
  (B) If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
    (i) Consent to continue the activities and affairs of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
    (ii) At least one person is admitted as a general partner in accordance with the consent;
(4) The passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5) The signing and filing of a certificate of dissolution by the Mayor under § 29-106.02 .
D.C. Code § 29-704.05 — DC Code / Title 29 / Chapter 7 / § 29-704.05
§ 29-704.05. Actions by and against partnership and partners.
Status: in_force

(a) To the extent not inconsistent with § 29-704.04 , a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership shall not by itself be a judgment against a general partner. A judgment against a limited partnership shall not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under § 29-704.04 and:
  (1) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
  (2) The limited partnership is a debtor in bankruptcy;
  (3) The general partner has agreed that the creditor need not exhaust limited partnership assets;
  (4) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
  (5) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.