reglab/housing_qa huggingface dataset:
DC Code § 29-411.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XI - Derivative Proceedings|§ 29-411.05. Dismissal

(a) The Superior Court shall dismiss a derivative proceeding on motion by the nonprofit corporation if one of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation. (b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by a majority vote of: (1) Independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or (2) A committee consisting of 2 or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum. (c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a member, the complaint shall allege with particularity facts establishing that: (1) A majority of the board of directors did not consist of independent directors at the time the determination was made; or (2) The requirements of subsection (a) of this section have not been met. (d) If a majority of the board of directors does not consist of independent directors at the time the determination is made, the nonprofit corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met. (e) The Superior Court may appoint a panel of one or more independent persons upon motion by the nonprofit corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving that the requirements of subsection (a) of this section have not been met. (f) A person is independent for purposes of this section if the person does not have: (1) A material interest in the outcome of the proceeding; or (2) A material relationship with a person that has such an interest. (g) None of the following by itself causes a director to be considered not independent for purposes of this section: (1) The nomination, election, or appointment of the director by persons that are defendants in the derivative proceeding or against whom action is demanded; (2) The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or (3) The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-411.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XI - Derivative Proceedings|§ 29-411.06. Discontinuance or settlement

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.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-411.08.
DC Code § 29-411.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XI - Derivative Proceedings|§ 29-411.07. Security for costs; payment of expenses

(a) In any derivative proceeding brought under § 29-411.02(a), the nonprofit corporation shall be entitled at any stage of the proceeding to seek an order requiring the plaintiffs to give security for reasonable expenses, including attorney fees and expenses, that may be incurred by the corporation in connection with the proceeding, to which security the corporation may have recourse in such amount as the Superior Court determines upon termination of the proceeding. The amount of security may be increased or decreased in the discretion of the court upon a showing that the security provided has or may become inadequate or excessive. Security may be denied or limited in the discretion of the court upon a preliminary showing, by application and upon such types of proof as may be required by the court, establishing prima facie that the requirement of full or partial security would impose undue hardship on plaintiffs and serious injustice would result. (b) On termination of the derivative proceeding the Superior Court may order: (1) The nonprofit corporation to pay the plaintiff’s reasonable expenses, including attorneys’ fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; (2) The plaintiff to pay any defendant’s reasonable expenses, including attorneys’ fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or (3) A party to pay an opposing party’s reasonable expenses, including attorneys’ fees, incurred because of the filing of a pleading, motion, or other paper, if it finds that the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-411.08.
DC Code § 29-411.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XI - Derivative Proceedings|§ 29-411.08. Applicability to foreign corporations

In any derivative proceeding in the right of a foreign nonprofit corporation, the matters covered by this subchapter shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation, except for §§ 29-411.04, 29-411.06, and 29-411.07.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-411.01.
DC Code § 29-411.09 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XI - Derivative Proceedings|§ 29-411.09. Notice to Attorney General

The plaintiff in a derivative proceeding shall notify the Attorney General for the District of Columbia within 10 days after commencing the proceeding if it involves a charitable corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-414.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XIV - Transition Provisions|§ 29-414.01. Application to existing domestic corporations

Except as otherwise provided by § 29-107.01, this chapter shall apply to all domestic nonprofit corporations in existence on its effective date that were incorporated under any general statute of the District providing for incorporation of nonprofit corporations.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(21), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 added “Except as otherwise provided by § 29-107.01.” Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-414.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XIV - Transition Provisions|§ 29-414.02. Application to registered foreign corporations

A foreign nonprofit corporation authorized to do business in the District on the effective date of this chapter shall be subject to this chapter, but is not required to obtain a new certificate of registration to do business under this chapter.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(22), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “registered” for “qualified” in the section heading. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-414.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XIV - Transition Provisions|§ 29-414.03. Entitlement to cumulate votes

Members of a nonprofit corporation that were entitled to cumulate their votes for the election of directors on the effective date of this chapter shall continue to be entitled to cumulate their votes for the election of directors until otherwise provided in the articles of incorporation or bylaws of the corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-414.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XIV - Transition Provisions|§ 29-414.04. Quorum requirement for existing nonprofit corporations

With respect to a nonprofit corporation that was in existence on the effective date of this chapter, except as otherwise provided in the articles of incorporation or bylaws, one-tenth of the votes of members entitled to vote in person or by proxy shall constitute a quorum.  (Mar. 5, 2013, D.C. Law 19-210, § 2(d)(23), 59 DCR 13171.)  Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-601.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter I - General Provisions|§ 29-601.01. Short title

This chapter may be cited as the “Uniform Partnership Act of 2010”.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 1202 of the Uniform Partnership Act (1997 Act).
DC Code § 29-601.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter I - General Provisions|§ 29-601.05. Execution, filing, and recording of statements

(a) A statement delivered to the Mayor for filing by a partnership shall be executed by at least 2 partners. Other statements shall be executed by a partner or other person authorized by this chapter. (b) A person that delivers a statement to the Mayor for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person shall not limit the effectiveness of the statement as to a person not a partner. (c) A statement delivered to the Mayor for filing by a partnership shall be executed by at least 2 partners. Other statements shall be executed by a partner or other person authorized by this chapter An individual who executes a statement shall personally declare under penalty of making false statements that the contents of the statement are accurate. (d) A person authorized by this chapter to deliver a statement to the Mayor for filing may amend or cancel the statement by delivering filing an amendment or cancellation to the Mayor for filing that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (e) A person that delivers a statement to the Mayor for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person shall not limit the effectiveness of the statement as to a person not a partner.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(D), 59 DCR 13171.)  Prior Codifications 2001 Ed., § 33-101.05. 1981 Ed., § 41-151.5. Section References This section is referenced in § 29-601.04, § 29-603.03, § 29-609.04, and § 29-610.01. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “making false statements” for “perjury” in (c). Editor's Notes Uniform Law: This section is based on § 105 of the Uniform Partnership Act (1997 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-601.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter I - General Provisions|§ 29-601.06. Governing law

The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by: (1) In the case of a limited liability partnership, the law of the District of Columbia; and (2) In the case of a partnership that is not a limited liability partnership, the law of the state of the jurisdiction in which the partnership has its principal office.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(E), 59 DCR 13171.)  Prior Codifications 2001 Ed., § 33-101.06. 1981 Ed., § 41-151.6. Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote the section. Editor's Notes Uniform Law: This section is based on § 106 of the Uniform Partnership Act (1997 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-601.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter I - General Provisions|§ 29-601.07. Applicability of act to foreign and interstate commerce

(a) A partnership or limited liability partnership organized and existing under this chapter may conduct its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country. (b) It is the intent of the Council of the District of Columbia that the legal existence of limited liability partnerships organized in the District be recognized outside the boundaries of the District and that, subject to any reasonable requirement of registration, a District limited liability partnership doing business outside the District be granted full faith and credit. (c) The liability of partners in a limited liability partnership organized and existing under this chapter for the debts and obligations of the limited liability partnership, or for the acts or omission of other partners, employees, or representatives of the limited liability partnership, shall at all be times determined solely and exclusively by this chapter and any rules promulgated hereunder.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Prior Codifications 2001 Ed., § 33-111.06. 1981 Ed., § 41-161.6.
DC Code § 29-601.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter I - General Provisions|§ 29-601.08. Partnership agreement; effect on partnership and person becoming partner; preformation agreement

(a) A person that becomes a partner of a partnership is deemed to assent to the partnership agreement. (b) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership itself has manifested assent to the agreement. (c) Two or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.  (Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)  Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-601.09 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter I - General Provisions|§ 29-601.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership

(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 29-605.04 to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment: (A) Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or (B) Prejudices the rights under § 29-607.01 of a person that dissociated as a partner before the amendment was made. (c) If a record delivered by a partnership to the Mayor for filing becomes effective under this chapter and contains a provision that would be ineffective under § 29-601.04(b) or (d)(2) if contained in the partnership agreement, the provision is ineffective in the record. (d) Subject to subsection (c) of this section, if a record delivered by a partnership to the Mayor for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement: (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record.  (Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)  Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-601.10 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter I - General Provisions|§ 29-601.10. Signing and filing pursuant to judicial order

(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing under this chapter does not do so, any other person that is aggrieved may petition the Superior Court to order: (1) The person to sign the record; (2) The person to deliver the record to the Mayor for filing; or (3) The Mayor to file the record unsigned. (b) If a petitioner under subsection (a) of this section is not the partnership or foreign limited liability partnership to which the record pertains, the petitioner shall make the partnership a party to the action. (c) A record filed under subsection (a)(3) of this section is effective without being signed.  (Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)  Section References This section is referenced in § 29-601.04 and § 29-601.11. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-601.11 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter I - General Provisions|§ 29-601.11. Liability for inaccurate information in filed record

(a) If a record delivered to the Mayor for filing under this title and filed by the Mayor contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and (2) A partner, if: (A) The record was delivered for filing on behalf of the partnership; and (B) The partner had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the partner reasonably could have: (i) Effected an amendment under § 29-610.01(h); (ii) Filed a petition under § 29-601.10; or (iii) Delivered to the Mayor for filing a statement of change under § 29-104.07 or a statement of correction under § 29-102.05. (b) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of making false statements that the information stated in the record is accurate.  (Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)  Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-602.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter II - Nature of Partnership|§ 29-602.01. Partnership as entity

(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership shall continue to be the same entity that existed before the filing of a statement of qualification under § 29-610.01.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Prior Codifications 2001 Ed., § 33-102.01. 1981 Ed., § 41-152.1. Editor's Notes Uniform Law: This section is based on § 201 of the Uniform Partnership Act (1997 Act).