reglab/housing_qa huggingface dataset:
DC Code § 29-412.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part A - Voluntary Dissolution|§ 29-412.02. Approval of dissolution

(a) The board of directors of a membership corporation may propose dissolution for submission to the members. (b) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the members 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 members; and (2) The members 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 nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the proposed meeting of members. The notice shall also state: (1) That the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation; and (2) How the assets of the corporation will be distributed after all creditors have been paid or how the distribution of assets will be determined. (e) Unless the articles of incorporation, the bylaws, or the board of directors acting pursuant to subsection (c) of this section, requires a greater vote or a greater number of members to be present, the adoption of the proposal to dissolve by the members shall require the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the proposal, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists. (f) If the nonprofit corporation does not have any members entitled to vote on its dissolution, a proposal to dissolve shall be adopted by the corporation when it has been adopted by the board of directors. (g) A charitable corporation shall give the Attorney General for the District of Columbia notice in the form of a record that it intends to dissolve before the time it delivers articles of dissolution to the Mayor. Notice to the Attorney General under this section shall not delay or otherwise affect the dissolution process.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-412.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part A - Voluntary Dissolution|§ 29-412.03. Articles of dissolution

(a) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the Mayor for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; and (3) That the dissolution was approved in the manner required by this chapter and by the articles of incorporation and bylaws. (b) A nonprofit corporation shall be dissolved upon the effective date of its articles of dissolution. (c) For purposes of this part, the term “dissolved corporation” means a nonprofit corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-412.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part A - Voluntary Dissolution|§ 29-412.04. Revocation of dissolution

(a) A nonprofit corporation may revoke its dissolution within 120 days of its effective date. (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 action by the members. (c) After the revocation of dissolution is authorized, the nonprofit 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: (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; and (4) That the revocation of dissolution was approved in the manner required by this chapter and by the articles of incorporation and bylaws. (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 nonprofit corporation resumes carrying on its activities as if dissolution had never occurred.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-412.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part A - Voluntary Dissolution|§ 29-412.05. Effect of dissolution

(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.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-412.23.
DC Code § 29-412.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part A - Voluntary Dissolution|§ 29-412.06. Known claims against dissolved corporation

(a) A dissolved nonprofit corporation may dispose of the known claims against it by delivering notice to its known claimants of the dissolution at any time after its effective date. (b) The notice shall be in the form of a record and: (1) Describe information that shall be included in a claim; (2) Provide a mailing address where a claim may be sent; (3) State the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved nonprofit corporation must receive the claim; and (4) State that the claim will be barred if not received by the deadline. (c) A claim against the dissolved nonprofit corporation shall be barred if the claimant: (1) That was given notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or (2) Whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (d) For purposes of this section, the term “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-412.07, § 29-412.09, and § 29-412.23.
DC Code § 29-412.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part A - Voluntary Dissolution|§ 29-412.07. Other claims against dissolved corporation

(a) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. (b) The notice shall: (1) Be published one time in a newspaper of general circulation in the District, or, if there was no office in the District, where its principal office is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim must be sent; and (3) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice. (c) If the dissolved nonprofit corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the publication date of the newspaper notice: (1) A claimant that was not given notice under § 29-412.06; (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim that is not barred by § 29-412.06(b) or § 29-412.07(c) may be enforced: (1) Against the dissolved nonprofit corporation, to the extent of its undistributed assets; or (2) Except as otherwise provided in § 29-412.08(d), if the assets have been distributed in liquidation, against any person, other than a creditor of the dissolved corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but a distributee’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-412.08, § 29-412.09, and § 29-412.23.
DC Code § 29-412.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part A - Voluntary Dissolution|§ 29-412.08. Court proceedings

(a) A dissolved nonprofit corporation that has published a notice under § 29-412.07 may file an application with the Superior Court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under § 29-412.07(c). (b) Within 10 days after the filing of the application, notice of the proceeding must be given by the dissolved nonprofit corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation. (c) The Superior Court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved nonprofit corporation. (d) Provision by the dissolved nonprofit corporation for security in the amount and the form ordered by the Superior Court under subsection (a) of this section shall satisfy the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims shall not be enforced against a person that received assets in liquidation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(19), 59 DCR 13171.)  Section References This section is referenced in § 29-412.07 and § 29-412.09. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “Court” for “Judicial” 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 § 29-412.09 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part A - Voluntary Dissolution|§ 29-412.09. Directors’ duties

(a) Directors shall cause the dissolved nonprofit corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets after payment or provision for claims. (b) Directors of a dissolved nonprofit corporation that has disposed of claims under § 29-412.06, § 29-412.07, or § 29-412.08 shall not be liable for breach of § 29-412.09(a) with respect to claims against the dissolved corporation that are barred or satisfied under § 29-412.06, § 29-412.07, or § 29-412.08.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-412.21 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part B - Judicial Dissolution or Other Equitable Relief|§ 29-412.21. Procedure for judicial dissolution

(a) It shall not be necessary to make directors or members parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually. (b) The Superior Court, in a proceeding brought to dissolve a nonprofit corporation, may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-412.22 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part B - Judicial Dissolution or Other Equitable Relief|§ 29-412.22. Receivership or custodianship

(a) The Superior Court in a judicial proceeding brought to dissolve a nonprofit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after giving notice to 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 exclusive jurisdiction over the corporation and all of its property wherever located. (b) The Superior 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: (A) May dispose of all or any part of the assets of the nonprofit corporation wherever located, at a public or private sale, if authorized by the court; and (B) May 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 and any designated body, to the extent necessary to manage the affairs of the corporation consistent with its mission and in the best interests of its members, if any, and creditors. (d) During a receivership, the Superior Court may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is consistent with the mission of the nonprofit corporation and in the best interests of the corporation, its members, and creditors. (e) The Superior Court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and counsel from the assets of the nonprofit corporation or proceeds from the sale of the assets. (f) This section does not apply to a religious corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-412.23 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part B - Judicial Dissolution or Other Equitable Relief|§ 29-412.23. Decree of dissolution

(a) If, after a hearing, the Superior Court determines that one or more grounds for judicial dissolution described in § 29-412.20 exist, it may enter a decree dissolving the nonprofit corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Mayor, who shall file it. (b) After entering the decree of dissolution, the Superior Court shall direct the winding-up and liquidation of the nonprofit corporation’s affairs in accordance with § 29-412.05 and the notification of claimants in accordance with §§ 29-412.06 and 29-412.07.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-412.30 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XII - Dissolution|Part C - Miscellaneous|§ 29-412.30. Deposit with Mayor

Assets of a dissolved nonprofit corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Mayor for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the Mayor shall pay the amount held.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-413.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XIII - Records and Reports|Part A - Records|§ 29-413.01. Corporate records

(a) A nonprofit corporation shall keep as permanent records minutes of all meetings of its members, board of directors, and any designated body, a record of all actions taken by the members, board of directors, or members of a designated body without a meeting, and a record of all actions taken by a committee of the board of directors or a designated body on behalf of the corporation. (b) A nonprofit corporation shall maintain appropriate accounting records. (c) A membership corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast. (d) A nonprofit corporation shall maintain its records in written form or in any other form of a record. (e) A nonprofit corporation shall keep a copy of the following records at its principal office: (1) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; (3) The minutes and records described in subsection (a) of this section for the past 3 years; (4) All communications in the form of a record to members generally within the past 3 years, including the financial statements furnished for the past 3 years under § 29-413.20; (5) A list of the names and business addresses of its current directors and officers; and (6) Its most recent biennial report delivered to the Mayor under § 29-102.11.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-406.40 and § 29-413.02.
DC Code § 29-413.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 4 - Nonprofit Corporations|Subchapter XIII - Records and Reports|Part A - Records|§ 29-413.02. Inspection of records by members

(a) Subject to § 29-413.07, a member of a nonprofit corporation shall be entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in § 29-413.01(e) if the member delivers to the corporation a signed notice in the form of a record at least 5 business days before the date on which the member wishes to inspect and copy. (b) A member of a nonprofit corporation shall be entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and delivers to the corporation a signed notice in the form of a record at least 5 business days before the date on which the member wishes to inspect and copy: (1) Excerpts from any records required to be maintained under § 29-413.01(a), to the extent not subject to inspection under § 29-413.02(a); (2) Accounting records of the corporation; and (3) Subject to § 29-413.07, the membership list. (c) A member may inspect and copy the records described in subsection (b) of this section only if: (1) The member’s demand is made in good faith and for a proper purpose; (2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and (3) The records are directly connected with this purpose. (d) The right of inspection granted by this section may not be abolished or limited by a nonprofit corporation’s articles of incorporation or bylaws. (e) This section shall not affect: (1) The right of a member to inspect records under § 29-405.20 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(20), 59 DCR 13171.)  Section References This section is referenced in § 29-405.20, § 29-413.03, § 29-413.04, and § 29-413.20. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “may not” for “may” in (d). 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.