reglab/housing_qa huggingface dataset:
DC Code § 29-406.10 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part A - Board of Directors|§ 29-406.10. Vacancy on board

(a) Except as otherwise provided in subsection (b) of this section, the articles of incorporation, or the bylaws, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by a majority of the directors remaining in office even if they constitute less than a quorum. (b) Except as otherwise provided in the articles of incorporation or bylaws, a vacancy in the position of a director who is: (1) Elected by a voting group of members, by a chapter or other organizational unit of members, or by a region or other geographic grouping of members, shall be filled during the first 3 months after the vacancy occurs only by that voting group or chapter, unit, region, or grouping; (2) Appointed by persons other than the members, may be filled only by those persons; or (3) Designated in the articles of incorporation or bylaws shall not be filled by action of the board of directors. (c) A vacancy that will occur at a specific later time, by reason of a resignation effective at a later time under § 29-406.07(b) or otherwise, may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-406.11 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part A - Board of Directors|§ 29-406.11. Compensation of directors

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-406.12 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part A - Board of Directors|§ 29-406.12. Designated body

(a) Some, but less than all, of the powers, authority, or functions of the board of directors of a nonprofit corporation under this chapter may be vested by the articles of incorporation or bylaws in a designated body. If a designated body is created: (1) This subchapter and other provisions of law on: (A) The rights, duties, and liabilities of the board of directors or directors individually shall also apply to the designated body and to the members of the designated body individually; and (B) Meetings, notice, and the manner of acting of the board of directors shall also apply to the designated body in the absence of an applicable rule in the articles of incorporation, bylaws, or internal operating rules of the designated body; (2) To the extent the powers, authority, or functions of the board of directors have been vested in the designated body, the directors shall be relieved from their duties and liabilities with respect to those powers, authority, and functions; and (3) A provision of the articles of incorporation regarding indemnification of directors or limiting the liability of directors adopted pursuant to § 29-402.02(b)(8) or (c) applies to members of the designated body, except as otherwise provided in the articles. (b) Some, but less than all, of the rights or obligations of the members of a nonprofit corporation under this chapter may be vested by the articles of incorporation or bylaws in a designated body. If such a designated body is created: (1) This subchapter and other provisions of law on: (A) The rights and obligations of members shall also apply to the designated body and to the members of the designated body individually; and (B) Meetings, notice, and the manner of acting of members shall also apply to the designated body in the absence of an applicable provision in the articles of incorporation, bylaws, or internal operating rules of the designated body; (2) To the extent the rights or obligations of the members have been vested in the designated body, the members shall be relieved from responsibility with respect to those rights and obligations. (c) The articles of incorporation or bylaws may prescribe qualifications for members of a designated body. Except as otherwise provided in the articles or bylaws, a member of a designated body does not need to be: (1) An individual; (2) A director, officer, or member of the nonprofit corporation; or (3) A resident of the District.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(11), 59 DCR 13171.)  Section References This section is referenced in § 29-406.01 and § 29-408.22. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “incorporation or bylaws in a designated body” for “incorporation in a designated body” in (a). 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 § 29-406.20 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part B - Meetings and Action of the Board|§ 29-406.20. Meetings

(a) The board of directors may hold regular or special meetings in or outside of the District. (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be considered to be present in person at the meeting.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-406.25.
DC Code § 29-406.21 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part B - Meetings and Action of the Board|§ 29-406.21. Action without meeting

(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 the form of a record describing the action to be taken and delivers it to the nonprofit 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 nonprofit corporation. The consent may specify the time at which the action taken in the consent is to be effective. A director’s consent may be withdrawn by a revocation in the form of a record signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked consents signed by all the directors. (c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-406.22 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part B - Meetings and Action of the Board|§ 29-406.22. Call and notice of meeting

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors shall be held with notice of the date, time, place, or purpose of the meeting; provided, that at the beginning of each one-year period, the corporation may provide a single notice of all regularly scheduled meetings for that year, or for a lesser period, without having to give notice of each meeting individually. (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least 2 days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. (c) Unless the articles of incorporation or bylaws provide otherwise, the chair of the board, the highest ranking officer of the corporation, or 20% of the directors then in office may call and give notice of a meeting of the board of directors. (d) The articles of incorporation or bylaws may authorize oral notice of meetings of the board of directors.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-406.23 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part B - Meetings and Action of the Board|§ 29-406.23. Waiver of notice

(a) A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as otherwise provided in subsection (b) of this section, the waiver shall be in the form of a record, signed by the director entitled to the notice, and filed with the minutes or corporate records. (b) A director’s attendance at or participation in a meeting shall waive any required notice to the director of the meeting, unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting at the meeting and does not thereafter vote for or assent to action taken at the meeting.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-406.24 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part B - Meetings and Action of the Board|§ 29-406.24. Quorum and voting

(a) Except as otherwise provided in subsection (b) of this section, the articles of incorporation, or the bylaws, a quorum of the board of directors shall consist of a majority of the directors in office before a meeting begins. (b) The articles of incorporation or bylaws may authorize a quorum of the board of directors to consist of no fewer than the greater of 1/3 of the number of directors in office or 2 directors. (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall be the act of the board of directors unless a greater vote is required by the articles of incorporation or bylaws. (d) A director who is present at a meeting of the board of directors when corporate action is taken shall be considered to have assented to the action taken unless one of the following applies: (1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting at the meeting; or (2) The director dissents or abstains from the action and: (A) The dissent or abstention is entered in the minutes of the meeting; or (B) The director delivers notice in the form of a record of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation promptly after adjournment of the meeting. (e) The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-401.50, § 29-406.25, and § 29-406.53.
DC Code § 29-406.25 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part B - Meetings and Action of the Board|§ 29-406.25. Board and advisory committees

(a) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees of the board that consist of one or more directors. (b) Unless this chapter otherwise provides, the creation of a committee and appointment of directors to it shall be approved by the greater of: (1) A majority of all the directors in office when the action is taken; or (2) The number of directors required by the articles of incorporation or bylaws to take action under § 29-406.24. (c) Sections 29-406.20 through 29-406.24 shall apply both to committees of the board and to their members. (d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under § 29-406.01 except as limited by subsection (e) of this section. (e) A committee shall not: (1) Authorize distributions; (2) In the case of a membership corporation, approve or propose to members action that this chapter requires be approved by members; (3) Fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees; or (4) Adopt, amend, or repeal bylaws. (f) The creation of, delegation of authority to, or action by a committee shall not alone constitute compliance by a director with the standards of conduct described in § 29-406.30. (g) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. (h) A nonprofit corporation may create or authorize the creation of one or more advisory committees whose members need not be directors. An advisory committee shall not: (1) Be a committee of the board; and (2) Exercise any of the powers of the board.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-401.50.
DC Code § 29-406.32 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part C - Directors|§ 29-406.32. Loans to or guarantees for directors and officers

(a) A nonprofit corporation shall not lend money to or guarantee the obligation of a director or officer of the corporation. (b) This section shall not apply to: (1) An advance to pay reimbursable expenses reasonably expected to be incurred by a director or officer; (2) An advance to pay premiums on life insurance if the advance is secured by the cash value of the policy; (3) Advances pursuant to part E of this subchapter; (4) Loans or advances pursuant to employee benefit plans; (5) A loan secured by the principal residence of an officer; or (6) A loan to pay relocation expenses of an officer. (c) The fact that a loan or guarantee is made in violation of this section shall not affect the borrower’s liability on the loan.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-403.02.
DC Code § 29-406.33 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part C - Directors|§ 29-406.33. Directors’ liability for unlawful distributions

(a) A director who votes for or assents to a distribution made in violation of this chapter shall be personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter if the party asserting liability establishes that, when taking the action, the director did not comply with § 29-406.30. (b) A director held liable under subsection (a) of this section for an unlawful distribution shall be entitled to: (1) Contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and (2) Recoupment from each person of the pro-rata portion of the amount of the unlawful distribution the person received, whether or not the person knew the distribution was made in violation of this chapter. (c) A proceeding to enforce: (1) The liability of a director under subsection (a) of this section shall be barred unless it is commenced within 2 years after the date on which the distribution was made; or (2) Contribution or recoupment under subsection (b) of this section shall be barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-402.02 and § 29-406.31.
DC Code § 29-406.40 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part D - Officers|§ 29-406.40. Officers

(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.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-401.02.
DC Code § 29-406.41 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part D - Officers|§ 29-406.41. Duties of officers

Each officer has the authority and shall perform the duties set forth in the articles of incorporation or bylaws or, to the extent consistent with the articles and bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-406.42 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part D - Officers|§ 29-406.42. Standards of conduct for officers

(a) An officer with discretionary authority shall discharge his or her duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best interests of the corporation. (b) The duty of an officer shall include the obligation to inform: (1) The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer’s functions, and known to the officer to be material to the superior officer, board, or committee; and (2) His or her superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur. (c) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the nonprofit corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided; (2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters: (A) Within the particular person’s professional or expert competence; or (B) As to which the particular person merits confidence; (3) In the case of a religious corporation, religious authorities and ministers, priests, rabbis, imams, or other persons whose positions or duties the officer reasonably believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(12), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “religious corporation” for “corporation engaged in a religious activity” in (c)(3). 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 § 29-406.43 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part D - Officers|§ 29-406.43. Resignation and removal of officers

(a) An officer may resign at any time by delivering notice to the nonprofit corporation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board of directors or the appointing officer accepts the future effective time, the board or the appointing officer may designate a successor before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time. (b) Except as otherwise provided in the articles of incorporation or bylaws, an officer may be removed at any time with or without cause by: (1) The board of directors; (2) The officer who appointed the officer being removed, unless the board provides otherwise; or (3) Any other officer authorized by the articles, the bylaws, or the board. (c) For the purposes of this section, the term “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-401.50.
DC Code § 29-406.44 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VI - Directors, Officers, and Employees|Part D - Officers|§ 29-406.44. Contract rights of officers

(a) The appointment of an officer shall not itself create contract rights. (b) An officer’s removal shall not affect the officer’s contract rights, if any, with the nonprofit corporation. An officer’s resignation shall not affect the corporation’s contract rights, if any, with the officer.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)