reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter XIII - Records and Reports › Part B - Reports › § 29–313.07. Financial statements for shareholders

§ 29–313.07. Financial statements for shareholders.
(a) A corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, the report shall accompany them. If not, the statements shall be accompanied by a statement of the president or the person responsible for the corporation’s accounting records:
(1) Stating such person’s reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) A corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder that was not sent the statements, the corporation shall mail the shareholder the latest financial statements.
(d) A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements or otherwise making them available in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(35), 59 DCR 13171.)
Section References
This section is referenced in § 29-311.10, § 29-311.14, and § 29-313.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “sent” for “mailed” in (c); and added (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.
2023 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

§ 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.
2023 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

§ 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter I - General Provisions › Part A - General Provisions › § 29–401.01. Short title

§ 29–401.01. Short title.
This chapter may be cited as the “Nonprofit Corporation Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Cross References
Licenses to conduct bingo games, raffles, or Monte Carlo night parties, see § 3-1323.
Child abuse and neglect prevention children’s trust fund, see § 4-1341.06.
Financial institutions, licensing of money lenders, “community development corporation” defined, see § 26-910.
Cable television, Public Access Corporation, formation, see § 34-1229.
Museum of the City of Washington, powers, see § 39-303.
Nonprofit healthcare entities, sale, lease, or exchange of assets with for-profit entities, see § 44-603.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter I - General Provisions › Part A - General Provisions › § 29–401.04. Reference to extrinsic facts in plans or filed documents

§ 29–401.04. Reference to extrinsic facts in plans or filed documents.
(a) For the purposes of this subsection, the term:
(1) “Filed record” means a record delivered to the Mayor for filing under any provision of this chapter except § 29-102.11.
(2) “Plan” means a plan of domestication, business conversion, entity conversion, merger or membership exchange.
(b) Whenever a provision of this chapter permits any of the terms of a plan or a filed record to be dependent on facts objectively ascertainable outside the plan or filed record, the following rules apply:
(1) The manner in which the facts will operate upon the terms of the plan or filed record shall be set forth in the plan or filed record.
(2) The facts may include:
(A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically:
(i) Statistical or market indices;
(ii) Market prices of any security or group of securities;
(iii) Interest rates;
(iv) Currency exchange rates; or
(v) Similar economic or financial data;
(B) A determination or action by any person or body, including the corporation or any other party to a plan or filed record; or
(C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or record.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(4), 59 DCR 13171.)
Section References
This section is referenced in § 29-402.02, § 29-407.02, § 29-408.06, § 29-409.02, § 29-409.03, and § 29-409.06.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “delivered to the Mayor for filing” for “filed with the Mayor” in (a)(1).
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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter I - General Provisions › Part B - Review of Contested Corporate Action › § 29–401.20. Definition

§ 29–401.20. Definition.
For the purposes of this part, the term “corporate action” means:
(1) The election, appointment, designation, or other selection and the suspension, removal, or expulsion of members, delegates, directors, members of a designated body, or officers of a nonprofit corporation; or
(2) The taking of any action on any matter that is required under this chapter or under any other provision of law to be, or which under the articles of incorporation or bylaws may be, submitted for action to the members, delegates, directors, members of a designated body, or officers of a nonprofit corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter I - General Provisions › Part B - Review of Contested Corporate Action › § 29–401.21. Proceedings prior to corporate action

§ 29–401.21. Proceedings prior to corporate action.
(a) If, under applicable law or the articles of incorporation or bylaws of a nonprofit corporation, there has been a failure to hold a meeting to take corporate action and the failure has continued for 30 days after the date designated or appropriate therefor, the Superior Court may summarily order a meeting to be held upon the application of any person entitled, either alone or in conjunction with other persons similarly seeking relief under this section, to call a meeting to consider the corporate action in issue, or the Attorney General for the District of Columbia in the case of a charitable corporation.
(b) The Superior Court may determine the right to vote at the meeting of persons claiming that right, may appoint an individual to hold the meeting under such orders and powers as the Superior Court may consider proper, and may take such action as may be required to give due notice of the meeting and convene and conduct the meeting in the interests of justice.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-401.22.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter I - General Provisions › Part B - Review of Contested Corporate Action › § 29–401.22. Review of contested corporate action

§ 29–401.22. Review of contested corporate action.
(a) Upon petition of a person whose status as, or whose rights or duties as, a member, delegate, director, member of a designated body, or officer of a corporation are or may be affected by any corporate action, the Superior Court may hear and determine the validity of the corporate action.
(b) The Superior Court may make such orders in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the corporation and other evidence that may relate to the issue. The Superior Court shall provide for notice of the pendency of the proceedings under this section to all persons affected thereby. If it is determined that no valid corporate action has been taken, the Superior Court may order a meeting to be held in accordance with § 29-401.21.
(c) Subsection (a) of this section shall not apply if a nonprofit corporation has provided in its articles of incorporation or bylaws for a means of resolving a challenge to a corporate action, but the Superior Court may enforce the articles or bylaws if appropriate.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter I - General Provisions › Part B - Review of Contested Corporate Action › § 29–401.23. Notice to Attorney General

§ 29–401.23. Notice to Attorney General.
The plaintiff in a proceeding under this part shall notify the Attorney General for the District of Columbia within 10 days after commencing the proceeding if it involves a charitable corporation. Notice to the Attorney General under this section shall not stay or otherwise affect the proceeding.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter I - General Provisions › Part C - Religious Corporations › § 29–401.40. Subordination to canon law or other religious doctrine

§ 29–401.40. Subordination to canon law or other religious doctrine.
If religious doctrine or canon law governing the affairs of a religious corporation is inconsistent with this chapter on the same subject, the religious doctrine or canon law shall control to the extent required by the Constitution of the United States.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter I - General Provisions › Part E - Attorney General › § 29–401.60. Notice to Attorney General

§ 29–401.60. Notice to Attorney General.
(a) The Attorney General for the District of Columbia shall be given notice of the commencement of any proceeding that this chapter authorizes the Attorney General to bring but that has been commenced by another person.
(b) Whenever any provision of this chapter requires that notice be given to the Attorney General for the District of Columbia before or after commencing a proceeding or permits the Attorney General to commence a proceeding:
(1) If no proceeding has been commenced, the Attorney General may take appropriate action seeking injunctive relief; and
(2) If a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in the proceeding.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter II - Incorporation › § 29–402.01. Incorporators

§ 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.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter II - Incorporation › § 29–402.02. Articles of 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter II - Incorporation › § 29–402.03. 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter II - Incorporation › § 29–402.04. Liability for preincorporation transactions

§ 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.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter II - Incorporation › § 29–402.05. Organization of corporation

§ 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.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter II - Incorporation › § 29–402.06. Bylaws

§ 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.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter III - Purposes and Powers › § 29–403.01. Purposes

§ 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.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter III - Purposes and Powers › § 29–403.02. General 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter III - Purposes and Powers › § 29–403.03. Emergency 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.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter III - Purposes and Powers › § 29–403.04. Ultra vires

§ 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.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part A - Admission of Members › § 29–404.01. No requirement of members; other persons designated by articles of incorporation or bylaws

§ 29–404.01. No requirement of members; other persons designated by articles of incorporation or bylaws.
(a) A nonprofit corporation shall not be required to have members.
(b) If the articles of incorporation or bylaws of a nonprofit corporation do not provide that it must have members, or if a corporation has in fact no members entitled to vote on a matter, any provision of this chapter or any other provision of law requiring notice to, the presence of, or the vote, consent, or other action by members of the corporation in connection with the matter shall be satisfied by notice to, the presence of, or the vote, consent, or other action by the board of directors or a designated body of the corporation.
(c) The articles of incorporation or bylaws of a nonprofit corporation may designate a person as a member who is not within the definition of “member” under § 29-401.02(24). Such a person, regardless of designation, shall not be deemed a member for purposes of this chapter but nevertheless shall have those rights and obligations set forth in the articles of incorporation or bylaws.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part A - Admission of Members › § 29–404.02. Admission

§ 29–404.02. Admission.
(a) The articles of incorporation or bylaws of a membership corporation may establish criteria or procedures for admission of members.
(b) A person shall not be admitted as a member without the person’s consent.
(c) If a membership corporation provides certificates of membership to the members, the certificates shall not be registered and shall not be transferable except as otherwise provided in the articles of incorporation or bylaws.
(d) A person shall not be a member of a nonprofit corporation unless the person meets the definition of a “member” in § 29-401.02, regardless of whether the corporation refers to the person as a member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(9), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “transferable” for “able” in (c).
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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part A - Admission of Members › § 29–404.03. Consideration

§ 29–404.03. Consideration.
Except as otherwise provided in its articles of incorporation or bylaws, a membership corporation may admit members for no consideration or for such consideration as is determined by the board of directors. The consideration may take any form, including promissory notes, intangible property, or past or future services. Payment of the consideration may be made at such times and upon such terms as are set forth in or authorized by the articles of incorporation, bylaws, or a resolution of the board.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part B - Rights and Obligations of Members › § 29–404.10. Differences in rights and obligations of members

§ 29–404.10. Differences in rights and obligations of members.
Except as otherwise provided in the articles of incorporation or bylaws, each member of a membership corporation shall have the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-408.22.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part B - Rights and Obligations of Members › § 29–404.11. Transfers

§ 29–404.11. Transfers.
(a) Except as otherwise provided in the articles of incorporation or bylaws, a member of a membership corporation shall not transfer a membership or any right arising therefrom.
(b) If the right to transfer a membership has been provided, a restriction on that right shall not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the affected member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part B - Rights and Obligations of Members › § 29–404.12. Member’s liability to third parties

§ 29–404.12. Member’s liability to third parties.
A member of a membership corporation shall not be as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-404.14 and § 29-809.09.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part B - Rights and Obligations of Members › § 29–404.13. Member’s liability for dues, assessments, and fees

§ 29–404.13. Member’s liability for dues, assessments, and fees.
(a) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws. Dues, assessments, and fees may be imposed on members of the same class either alike or in different amounts or proportions, and may be imposed on a different basis on different classes of members. Members of a class may be made exempt from dues, assessments, and fees to the extent provided in the articles or bylaws.
(b) The amount and method of collection of dues, assessments, and fees may be fixed in the articles of incorporation or bylaws, or the articles or bylaws may authorize the board of directors or members to fix the amount and method of collection.
(c) The articles of incorporation or bylaws may provide reasonable means, such as termination and reinstatement of membership, to enforce the collection of dues, assessments, and fees.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-408.22.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part B - Rights and Obligations of Members › § 29–404.14. Creditor’s action against member

§ 29–404.14. Creditor’s action against member.
(a) A proceeding shall not be brought by a creditor of a membership corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless the proceeding would be useless. In this case, a member remains immune from liability for debts, obligations, and other liabilities of the corporation under § 29-404.12 and shall be liable only to the extent that the member’s failure to pay amounts owed to the corporation has resulted in damages to the creditor.
(b) All creditors of a membership corporation, with or without reducing their claims to judgment, may intervene in any creditor’s proceeding brought under subsection (a) of this section to reach and apply unpaid amounts due the corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part C - Resignation and Termination › § 29–404.20. Resignation

§ 29–404.20. Resignation.
(a) A member of a membership corporation may resign at any time.
(b) The resignation of a member shall not relieve the member from any obligations incurred or commitments made prior to resignation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part C - Resignation and Termination › § 29–404.21. Termination and suspension

§ 29–404.21. Termination and suspension.
(a) A membership in a membership corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws.
(b) A proceeding challenging a termination or suspension for any reason shall be commenced within one year after the effective date of the termination or suspension.
(c) The termination or suspension of a member shall not relieve the member from any obligations incurred or commitments made prior to the termination or suspension.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-408.22.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part C - Resignation and Termination › § 29–404.22. Purchase of memberships

§ 29–404.22. Purchase of memberships.
Except as otherwise provided in the articles of incorporation or bylaws, a membership corporation that is not a charitable corporation shall not purchase any of its memberships or any right arising therefrom.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-404.40, § 29-404.41, and § 29-408.22.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part D - Delegates › § 29–404.30. Delegates

§ 29–404.30. Delegates.
(a) A membership corporation may provide in its articles of incorporation or bylaws for delegates.
(b) The articles of incorporation or bylaws may set forth provisions relating to:
(1) The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal;
(2) Calling, noticing, holding, and conducting meetings of delegates; and
(3) Carrying on corporate activities during and between meetings of delegates.
(c) An assembly or other organized group of delegates constitutes a designated body if it has been vested with powers of the board of directors under the articles of incorporation or bylaws.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part E - Financial Provisions › § 29–404.40. Distributions prohibited

§ 29–404.40. Distributions prohibited.
(a) Except as permitted under § 29-404.22 or § 29-404.41, a nonprofit corporation shall not pay dividends or make distributions of any part of its assets, income, or profits to its members, directors, delegates, members of a designated body, or officers.
(b) This section shall not apply to a contract or transaction authorized pursuant to § 29-406.70.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part E - Financial Provisions › § 29–404.41. Compensation and other permitted payments

§ 29–404.41. Compensation and other permitted payments.
(a) A nonprofit corporation may pay reasonable compensation or reimburse reasonable expenses to members, directors, delegates, members of a designated body, or officers for services rendered.
(b) A nonprofit corporation may confer benefits upon or make contributions to members or nonmembers in conformity with its purposes, repurchase its memberships only to the extent provided in § 29-404.22, or repay capital contributions, except when:
(1) The corporation is currently insolvent or would thereby be made insolvent or rendered unable to carry on its purposes; or
(2) The fair value of the assets of the corporation remaining after the conferring of benefits, contribution, repurchase, or repayment would be insufficient to meet its liabilities.
(c) A nonprofit corporation may make distributions of cash or property to members upon dissolution or final liquidation only as permitted by this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-404.40.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part E - Financial Provisions › § 29–404.42. Debt and security interests

§ 29–404.42. Debt and security interests.
(a) A nonprofit corporation shall not issue bonds or other evidences of indebtedness except for money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof. In the absence of fraud, the judgment of the board of directors as to the value of the consideration received by the corporation shall be conclusive.
(b) The board of directors may authorize a mortgage or pledge of, or the creation of a security interest in, all or any part of the property of the nonprofit corporation, or any interest therein. Unless otherwise restricted in the articles of incorporation or bylaws, the vote or consent of the members shall not be required to make effective such action by the board.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IV - Memberships and Financial Provisions › Part E - Financial Provisions › § 29–404.43. Private foundations

§ 29–404.43. Private foundations.
(a) Except as otherwise provided in subsection (b) of this section, a nonprofit corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986, approved December 30, 1969 (83 Stat. 496; 26 U.S.C. § 509(a)) (“Internal Revenue Code”), shall:
(1) Distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Internal Revenue Code;
(2) Not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code;
(3) Not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code;
(4) Not make any investments in such manner as to subject the corporation to tax under section 4944 of the Internal Revenue Code; and
(5) Not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code.
(b) Subsection (a) of this section shall not apply to a nonprofit corporation incorporated before January 1, 1970 that has been properly relieved from the requirements of section 508(e)(1) of the Internal Revenue Code by a timely judicial proceeding.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(10), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “1986” for “2986” 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter V - Member Meetings › Part A - Procedures › § 29–405.01. Annual and regular meetings

§ 29–405.01. Annual and regular meetings.
(a) A membership corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the articles of incorporation or bylaws.
(b) A membership corporation may hold regular meetings on a regional or other basis at times stated in or fixed in accordance with the articles of incorporation or bylaws.
(c) Except as otherwise provided in subsection (e) of this section, annual and regular meetings of the members may be held in or outside of the District at the place stated in or fixed in accordance with the articles of incorporation or bylaws. If no place is stated in or fixed in accordance with the articles or bylaws, annual and regular meetings shall be held at the nonprofit corporation’s principal office.
(d) The failure to hold an annual or regular meeting at the time stated in or fixed in accordance with the articles of incorporation or bylaws shall not affect the validity of any corporate action.
(e) The articles of incorporation or bylaws may provide that an annual or regular meeting of members does not need to be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-401.50.
Emergency Legislation
For temporary (90 days) amendment of this section, see Title 29(a) of Coronavirus Support Congressional Review Emergency Amendment Act of 2021 (D.C. Act 24-96, June 7, 2021, 68 DCR 006025).
For temporary (90 days) amendment of this section, see § 407(a) of Coronavirus Support Emergency Amendment Act of 2021 (D.C. Act 24-30, Mar. 17, 2021, 68 DCR 003101).
For temporary (90 days) amendment of this section, see § 407(a) of Coronavirus Support Second Congressional Review Emergency Amendment Act of 2020 (D.C. Act 23-405, Aug. 19, 2020, 67 DCR 10235).
For temporary (90 days) amendment of this section, see § 407(a) of Coronavirus Support Congressional Review Emergency Amendment Act of 2020 (D.C. Act 23-328, June 8, 2020, 67 DCR 7598).
For temporary (90 days) amendment of this section, see § 407(a) of Coronavirus Support Emergency Amendment Act of 2020 (D.C. Act 23-326, May 27, 2020, 67 DCR 7045).
Temporary Legislation
For temporary (225 days) amendment of this section, see § 407(a) of Coronavirus Support Temporary Amendment Act of 2021 (D.C. Law 24-9, June 24, 2021, 68 DCR 004824).
For temporary (225 days) amendment of this section, see § 407(a) of Coronavirus Support Temporary Amendment Act of 2020 (D.C. Law 23-130, Oct. 9, 2020, 67 DCR 8622).