reglab/housing_qa huggingface dataset:
DC Code § 29-309.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IX - Merger and Share Exchanges|§ 29-309.07. Effect of merger or share exchange

(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.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-306.58.
DC Code § 29-309.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IX - Merger and Share Exchanges|§ 29-309.08. Abandonment of a merger or share exchange

(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation that is a party to a merger or a share exchange is, after the plan has been adopted and approved as required by this subchapter, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange. (b) If a merger or share exchange is abandoned under subsection (a) of this section after articles of merger or share exchange have been delivered to the Mayor for filing, but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the Mayor for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(25), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 in (b), substituted “delivered to the Mayor for filing” for “filed with the Mayor” and substituted “signed” for “executed.” 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 § 29-310.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter X - Disposition of Assets|§ 29-310.01. Disposition of assets not requiring shareholder approval

The approval of the shareholders of a corporation shall not be required, unless the articles of incorporation otherwise provide, to: (1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation’s assets, whether or not in the usual and regular course of business; (3) Transfer any or all of the corporation’s assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or (4) Distribute assets pro rata to the holders of one or more classes or series of the corporation’s shares.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-310.02.
DC Code § 29-314.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter XIV - Transition Provisions|§ 29-314.01. Application to existing domestic corporations

Except as otherwise provided by § 29-107.01, this chapter shall apply to all domestic corporations in existence on its effective date that were incorporated under any general statute of the District providing for incorporation of corporations for profit.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(36), 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 § 29-314.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter XIV - Transition Provisions|§ 29-314.02. Application to registered foreign corporations

A foreign 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(c)(37), 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 § 29-402.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter II - Incorporation|§ 29-402.01. Incorporators

One or more persons may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the Mayor for filing.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-402.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter II - Incorporation|§ 29-402.02. Articles of incorporation

(a) The articles of incorporation shall set forth: (1) A name for the nonprofit corporation that satisfies the requirements of § 29-103.01; (2) The information required by § 29-104.04; (3) That the corporation is incorporated as a nonprofit corporation under this chapter; (4) The name and street address of each incorporator; and (5) Whether the corporation will have members. (b) The articles of incorporation may set forth: (1) The names of the individuals who are to serve as the initial directors; (2) Provisions creating one or more designated bodies; (3) The names of the initial members of a designated body; (4) The names of the initial members, if any; (5) Provisions not inconsistent with law regarding: (A) The purpose or purposes for which the nonprofit corporation is organized; (B) Managing the business and regulating the affairs of the corporation; (C) Defining, limiting, and regulating the powers of the corporation, its board of directors, any designated body, and the members, if any; (D) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; or (E) The distribution of assets on dissolution; (6) Any provision that this chapter requires or permits to be set forth in the articles or bylaws; (7) A provision permitting or making obligatory indemnification of a director for liability, as defined in § 29-406.50, to any person for any action taken, or any failure to take any action, as a director, except liability for: (A) Receipt of a financial benefit to which the director is not entitled; (B) An intentional infliction of harm; (C) A violation of § 29-406.33; or (D) An intentional violation of criminal law; and (8) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law. (c) The liability of a director of a nonprofit corporation that is not a charitable corporation may be eliminated or limited by a provision of the articles of incorporation that a director is not liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: (1) The amount of a financial benefit received by the director to which the director is not entitled; (2) An intentional infliction of harm; (3) A violation of § 29-406.33; or (4) An intentional violation of criminal law. (d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. (e) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-401.04.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-101.06, § 29-406.12, § 29-406.31, § 29-406.51, § 29-406.53, and § 29-407.04.
DC Code § 29-402.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter II - Incorporation|§ 29-402.03. Incorporation

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The filing of the articles of incorporation by the Mayor is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the District to cancel or revoke the incorporation or involuntarily dissolve the nonprofit corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(7), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “District” for “state” in (b). 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 § 29-402.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter II - Incorporation|§ 29-402.04. Liability for preincorporation transactions

All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, shall be jointly and severally liable for all liabilities created while so acting.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-402.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter II - Incorporation|§ 29-402.05. Organization of corporation

(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.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-402.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter II - Incorporation|§ 29-402.06. Bylaws

(a) The incorporators or the board of directors of a nonprofit corporation may adopt initial bylaws for the corporation. (b) The bylaws of a nonprofit corporation may contain any provision for managing the activities and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-403.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter III - Purposes and Powers|§ 29-403.01. Purposes

(a) A nonprofit corporation may be formed for any lawful nonprofit purpose unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of the District may incorporate under this chapter only if incorporating under this chapter is not prohibited by the other statute. The corporation is subject to all the limitations of the other statute.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-403.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter III - Purposes and Powers|§ 29-403.02. General powers

Unless its articles of incorporation provide otherwise, every nonprofit corporation shall have perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including the power to: (1) Sue and be sued, complain, and defend in its corporate name; (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the District, for managing and regulating the affairs of the corporation; (4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, property, or any legal or equitable interest in property, wherever located; (5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity; (7) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property or income; (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by § 29-406.32; (9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (10) Conduct its activities, locate offices, and exercise the powers granted by this chapter within or without the District; (11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit, except as limited by § 29-406.32; (12) Pay pensions and establish pension plans, pension trusts, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents; (13) Make donations for charitable purposes; (14) Impose dues, assessments, admission, and transfer fees on its members; (15) Establish conditions for admission of members, admit members, and issue memberships; (16) Carry on a business; and (17) Make payments or donations, or do any other act, not inconsistent with law, that furthers the purposes, activities, and affairs of the corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(8), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 deleted “real or personal” following “with,” in (4). 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 § 29-403.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter III - Purposes and Powers|§ 29-403.03. Emergency powers

(a) If a nonprofit corporation authorizes the exercise of emergency powers in its articles of incorporation or bylaws, in the event of an emergency, the board of directors may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency, unless the articles of incorporation or bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner; and (2) One or more officers of the nonprofit corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority. (c) Corporate action taken in good faith during an emergency to further the ordinary affairs of the nonprofit corporation: (1) Binds the corporation; and (2) Shall not be used to impose liability on a director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the directors cannot readily be assembled because of some catastrophic event.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-403.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter III - Purposes and Powers|§ 29-403.04. Ultra vires

(a) Except as otherwise provided in subsection (b) of this section, the validity of corporate action shall not be challenged on the ground that the nonprofit corporation lacks or lacked power to act. (b) The power of a nonprofit corporation to act may be challenged in a proceeding by: (1) A member, director, or member of a designated body against the corporation to enjoin the act; (2) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director or member of a designated body, officer, employee, or agent of the corporation; or (3) The Attorney General for the District of Columbia under § 29-412.20. (c) In a derivative proceeding under subchapter XI of this chapter by a member, director, or member of a designated body under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the Superior Court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-407.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter VII - Domestication|§ 29-407.01. Definitions

For the purposes of this subchapter, the term: (1) “Domesticated corporation” means the domesticating corporation as it continues in existence after a domestication. (2) “Domesticating corporation” means the domestic nonprofit corporation that adopts a plan of domestication pursuant to § 29-407.03 or the foreign nonprofit corporation that approves a domestication pursuant to its organic law. (3) “Domestication” means a transaction authorized by this subchapter. (4) “Surviving corporation” means the corporation as it continues in existence immediately after consummation of a domestication pursuant to this subchapter.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)