reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.08. Notice of members meeting

§ 29–1005.08. Notice of members meeting.
(a) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least 15, and not more than 60, days before the meeting.
(b) Unless the articles of organization otherwise provide, notice of an annual members meeting need not include any purpose of the meeting.
(c) Notice of a special meeting of members shall include each purpose of the meeting as contained in the demand under § 29-1005.07(a)(3) or (4) or as voted upon by the board of directors under § 29-1005.07(a)(2).
(d) Notice of a members meeting shall be given in a record unless oral notice is reasonable under the circumstances.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09, § 29-1008.07, and § 29-1012.05.
Editor's Notes
Uniform Law: This section is based on § 508 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.09. Waiver of members meeting notice

§ 29–1005.09. Waiver of members meeting notice.
(a) A member may waive notice of a members meeting before, during, or after the meeting.
(b) A member’s participation in a members meeting shall be a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member’s arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 509 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.10. Quorum of members

§ 29–1005.10. Quorum of members.
Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting shall constitute a quorum.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 510 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.11. Voting by patron members

§ 29–1005.11. Voting by patron members.
Except as otherwise provided by § 29-1005.12(a), each patron member shall have one vote. The organic rules may allocate voting power among patron members as provided in § 29-1005.12(a).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 511 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.12. Determination of voting power of patron member

§ 29–1005.12. Determination of voting power of patron member.
(a) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following:
(1) One member, one vote;
(2) Use or patronage;
(3) Equity; or
(4) If a patron member is a cooperative, the number of its patron members.
(b) The organic rules may provide for the allocation of patron member voting power by districts or class, or any combination thereof.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1005.11.
Editor's Notes
Uniform Law: This section is based on § 512 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.13. Voting by investor members

§ 29–1005.13. Voting by investor members.
If the organic rules provide for investor members, each investor member shall have one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 513 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.14. Voting requirements for members

§ 29–1005.14. Voting requirements for members.
If a limited cooperative association has both patron and investor members, the following rules shall apply:
(1) The total voting power of all patron members shall not be less than a majority of the entire voting power entitled to vote.
(2) Action on any matter shall be approved only upon the affirmative vote of at least a majority of:
(A) All members voting at the meeting unless more than a majority is required by subchapters IV, XII, XIV, or XV of this chapter or the organic rules; and
(B) Votes cast by patron members unless the organic rules require a larger affirmative vote by patron members.
(3) The organic rules may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1004.04.
Editor's Notes
Uniform Law: This section is based on § 514 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.15. Manner of voting

§ 29–1005.15. Manner of voting.
(a) Unless the organic rules otherwise provide, voting by a proxy at a members meeting shall be prohibited. This subsection shall not prohibit delegate voting based on district or class.
(b) If voting by a proxy is permitted, a patron member shall appoint only another patron member as a proxy and, if investor members are permitted, an investor member shall appoint only another investor member as a proxy.
(c) The organic rules may provide for the manner of, and provisions governing, the appointment of a proxy.
(d) The organic rules may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 515 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.16. Action without a meeting

§ 29–1005.16. Action without a meeting.
(a) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action.
(b) Consent under subsection (a) of this section may be withdrawn by a member in a record at any time before the limited cooperative association receives a consent from each member entitled to vote.
(c) Consent to any action may specify the effective date or time of the action.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1008.04.
Editor's Notes
Uniform Law: This section is based on § 516 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.17. Districts and delegates; classes of members

§ 29–1005.17. Districts and delegates; classes of members.
(a) The organic rules may provide for the formation of geographic districts of patron members and:
(1) For the conduct of patron member meetings by districts and the election of directors at the meetings; or
(2) That districts may elect district delegates to represent and vote for the district at members meetings.
(b) A delegate elected under subsection (a)(2) of this section shall have one vote unless voting power is otherwise allocated by the organic rules.
(c) The organic rules may provide for the establishment of classes of members, for the preferences, rights, and limitations of the classes, and:
(1) For the conduct of members meetings by classes and the election of directors at the meetings; or
(2) That classes may elect class delegates to represent and vote for the class in members meetings.
(d) A delegate elected under subsection (c)(2) of this section shall have one vote unless voting power is otherwise allocated by the organic rules.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1008.04.
Editor's Notes
Uniform Law: This section is based on § 517 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VI - Member’s Interest in Limited Cooperative Association › § 29–1006.01. Member’s interest

§ 29–1006.01. Member’s interest.
A member’s interest shall:
(1) Be personal property;
(2) Consist of:
(A) Governance interests;
(B) Financial rights; and
(C) The right or obligation, if any, to do business with the limited cooperative association; and
(3) May be in certificated or uncertificated form.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.02.
Editor's Notes
Uniform Law: This section is based on § 601 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VI - Member’s Interest in Limited Cooperative Association › § 29–1006.02. Patron and investor members’ interests

§ 29–1006.02. Patron and investor members’ interests.
(a) Unless the organic rules establish investor members’ interests, a member’s interest shall be a patron member’s interest.
(b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person, if admitted as:
(1) A patron member, shall remain a patron member;
(2) An investor member, shall remain an investor member; and
(3) A patron member and investor member, shall remain a patron and investor member if not dissociated in one of the capacities.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 602 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VI - Member’s Interest in Limited Cooperative Association › § 29–1006.03. Transferability of member’s interest

§ 29–1006.03. Transferability of member’s interest.
(a) The provisions of this chapter relating to the transferability of a member’s interest shall be subject to Subtitle I of Title 28.
(b) Unless the organic rules otherwise provide, a member’s interest other than financial rights shall not be transferable.
(c) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer its financial rights in the limited cooperative association.
(d) The terms of any restriction on transferability of financial rights shall be:
(1) Set forth in the organic rules and the member records of the association; and
(2) Conspicuously noted on any certificates evidencing a member’s interest.
(e) A transferee of a member’s financial rights, to the extent the rights are transferred, shall have the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.
(f) A transferee of a member’s financial rights shall not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.
(g) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.
(h) A transfer of a member’s financial rights in violation of a restriction on transfer contained in the organic rules shall be ineffective as to a person having notice of the restriction at the time of transfer.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1006.05.
Editor's Notes
Uniform Law: This section is based on § 603 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VI - Member’s Interest in Limited Cooperative Association › § 29–1006.04. Security interest and set-off

§ 29–1006.04. Security interest and set-off.
(a) A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association.
(b) Unless the organic rules otherwise provide, a member shall not create an enforceable security interest in the member’s governance interests in a limited cooperative association.
(c) The organic rules may provide that a limited cooperative association has a security interest in the financial rights of a member to secure payment of any indebtedness or other obligation of the member to the association. A security interest provided for in the organic rules shall be enforceable under, and governed by, Article 9 of Subtitle I of Title 28.
(d) Unless the organic rules otherwise provide, a member shall not compel the limited cooperative association to offset financial rights against any indebtedness or obligation owed to the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 604 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VII - Marketing Contracts › § 29–1007.01. Authority

§ 29–1007.01. Authority.
For the purposes of this subchapter, the term “marketing contract” means a contract between a limited cooperative association and another person, that need not be a patron member:
(1) Requiring the other person to sell, or deliver for sale or marketing on the person’s behalf, a specified part of the person’s products, commodities, or goods exclusively to or through the association or any facilities furnished by the association; or
(2) Authorizing the association to act for the person in any manner with respect to the products, commodities, or goods.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 701 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VII - Marketing Contracts › § 29–1007.02. Marketing contracts

§ 29–1007.02. Marketing contracts.
(a) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale shall transfer title to the association upon delivery or at any other specific time expressly provided by the contract.
(b) A marketing contract may:
(1) Authorize a limited cooperative association to create an enforceable security interest in the products, commodities, or goods delivered; and
(2) Allow the association to sell the products, commodities, or goods delivered, and pay the sales price, on a pooled or other basis after deducting selling costs, processing costs, overhead, expenses, and other charges.
(c) Some or all of the provisions of a marketing contract between a patron member and a limited cooperative association may be contained in the organic rules.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 702 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VII - Marketing Contracts › § 29–1007.03. Duration of marketing contract

§ 29–1007.03. Duration of marketing contract.
The initial duration of a marketing contract shall not exceed 10 years, but the contract may be self-renewing for additional periods not exceeding 5 years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by giving notice in a record at least 90 days before the end of the current term.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 703 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VII - Marketing Contracts › § 29–1007.04. Remedies for breach of contract

§ 29–1007.04. Remedies for breach of contract.
(a) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation. A provision that so provides shall not be a penalty.
(b) Upon a breach of a marketing contract, whether by anticipatory repudiation or otherwise, a limited cooperative association may seek:
(1) An injunction to prevent further breach; and
(2) Specific performance.
(c) The remedies in this section are in addition to any other remedies available to an association under law other than this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 704 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.01. Board of directors

§ 29–1008.01. Board of directors.
(a) A limited cooperative association shall have a board of directors of at least 3 individuals, unless the association has fewer than 3 members. If the association has fewer than 3 members, the number of directors shall not be fewer than the number of members.
(b) The affairs of a limited cooperative association shall be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the organic rules or this chapter.
(c) An individual shall not be an agent for a limited cooperative association solely by being a director.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 801 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.02. No liability as director for limited cooperative association’s obligations

§ 29–1008.02. No liability as director for limited cooperative association’s obligations.
A debt, obligation, or other liability of a limited cooperative association shall be solely that of the association and shall not be a debt, obligation, or liability of a director solely by reason of being a director. An individual shall not be personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 802 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.03. Qualifications of directors

§ 29–1008.03. Qualifications of directors.
(a) Unless the organic rules otherwise provide, and subject to subsection (c) of this section, each director of a limited cooperative association shall be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director. Initial directors need not be members.
(b) Unless the organic rules otherwise provide, a director may be an officer or employee of the limited cooperative association.
(c) If the organic rules provide for nonmember directors, the number of nonmember directors shall not exceed:
(1) One, if there are 2 through 4 directors;
(2) Two, if there are 5 through 8 directors; or
(3) One-third of the total number of directors if there are at least 9 directors.
(d) The organic rules may provide qualifications for directors in addition to those in this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 803 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.04. Election of directors and composition of board

§ 29–1008.04. Election of directors and composition of board.
(a) Unless the organic rules require a greater number:
(1) The number of directors that shall be patron members may not be fewer than:
(A) One, if there are 2 or 3 directors;
(B) Two, if there are 4 or 5 directors;
(C) Three if there are 6 through 8 directors; or
(D) One-third of the directors if there are at least 9 directors; and
(2) A majority of the board of directors shall be elected exclusively by patron members.
(b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members shall be elected by the investor members.
(c) Subject to subsection (a) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.
(d) Subject to subsection (a) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.
(e) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.
(f) Unless the organic rules otherwise provide, cumulative voting for directors shall be prohibited.
(g) Except as otherwise provided in the organic rules, subsection (e) of this section, or §§ 29-1003.03, 29-1005.16, 29-1005.17, and 29-1008.09, member directors shall be elected at an annual members meeting.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 804 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.05. Term of director

§ 29–1008.05. Term of director.
(a) Unless the organic rules otherwise provide, and subject to subsections (c) and (d) and § 29-1003.03(c), the term of a director shall expire at the annual members meeting following the director’s election or appointment. The term of a director shall not exceed 3 years.
(b) Unless the organic rules otherwise provide, a director may be reelected.
(c) Except as otherwise provided in subsection (d) of this section, a director shall continue to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.
(d) Unless the organic rules otherwise provide, a director shall not serve the remainder of the director’s term if the director ceases to qualify to be a director.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 805 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.06. Resignation of director

§ 29–1008.06. Resignation of director.
A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation shall be effective when the notice is received by the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 806 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.07. Removal of director

§ 29–1008.07. Removal of director.
Unless the organic rules otherwise provide, the following rules shall apply:
(1) Members may remove a director with or without cause.
(2) A member or members holding at least 10% of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more signed petitions submitted to the officer of the limited cooperative association charged with keeping its records.
(3) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:
(A) Call a special meeting of members to be held not later than 90 days after receipt of the petition by the association; and
(B) Mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting which complies with § 29-1005.08.
(4) A director shall be removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 807 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.08. Suspension of director by board

§ 29–1008.08. Suspension of director by board.
(a) A board of directors may suspend a director if, considering the director’s course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:
(1) Fraudulent conduct with respect to the association or its members;
(2) Gross abuse of the position of director;
(3) Intentional or reckless infliction of harm on the association; or
(4) Any other behavior, act, or omission as provided by the organic rules.
(b) A suspension under subsection (a) of this section shall be effective for 30 days unless the board of directors calls, and gives notice of, a special meeting of members for removal of the director before the end of the 30-day period, in which case the suspension shall be effective until adjournment of the meeting or the director is removed.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 808 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.09. Vacancy on board

§ 29–1008.09. Vacancy on board.
(a) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled:
(1) Within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to fill the vacancy; and
(2) For the unexpired term by members at the next annual members meeting or a special meeting of members called to fill the vacancy.
(b) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:
(1) The new director shall be of that class or district; and
(2) The selection of the director for the unexpired term shall be conducted in the same manner as would the selection for that position without a vacancy.
(c) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1008.04.
Editor's Notes
Uniform Law: This section is based on § 809 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.10. Remuneration of directors

§ 29–1008.10. Remuneration of directors.
Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under § 29-1008.17(a).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 810 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.11. Meetings

§ 29–1008.11. Meetings.
(a) A board of directors shall meet at least annually and may hold meetings inside or outside the District.
(b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication if all directors attending the meeting can communicate with each other during the meeting.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 811 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.12. Action without meeting

§ 29–1008.12. Action without meeting.
(a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.
(b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.
(c) A record of consent for any action under subsection (a) of this section may specify the effective date or time of the action.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 812 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.13. Meetings and notice

§ 29–1008.13. Meetings and notice.
(a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings shall not be required.
(b) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors shall be given to all directors at least 3 days before the meeting, the notice shall contain a statement of the purpose of the meeting, and the meeting shall be limited to the matters contained in the statement.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1008.14.
Editor's Notes
Uniform Law: This section is based on § 813 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.14. Waiver of notice of meeting

§ 29–1008.14. Waiver of notice of meeting.
(a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.
(b) Unless the organic rules otherwise provide, a director’s participation in a meeting shall be a waiver of notice of that meeting unless the director:
(1) Objects to the meeting at the beginning of the meeting or promptly upon the director’s arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or
(2) Promptly objects upon the introduction of any matter for which notice under § 29-1008.13 has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1008.15.
Editor's Notes
Uniform Law: This section is based on § 814 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.15. Quorum

§ 29–1008.15. Quorum.
(a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules shall constitute a quorum for a meeting of the directors.
(b) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present shall be valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.
(c) A director present at a meeting but objecting to notice under § 29-1008.14(b)(1) or (2) shall not count toward a quorum.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 815 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.16. Voting

§ 29–1008.16. Voting.
(a) Each director shall have one vote for purposes of decisions made by the board of directors.
(b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting shall be required for action by the board of directors.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 816 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.17. Committees

§ 29–1008.17. Committees.
(a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.
(b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.
(c) An individual who is not a director and is serving on a committee shall have the same rights, duties, and obligations as a director serving on the committee.
(d) Unless the organic rules otherwise provide each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee shall not:
(1) Approve allocations or distributions except according to a formula or method prescribed by the board of directors;
(2) Approve or propose to members action requiring approval of members; or
(3) Fill vacancies on the board of directors or any of its committees.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09, § 29-1008.10, and § 29-1008.21.
Editor's Notes
Uniform Law: This section is based on § 817 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.18. Standards of conduct and liability

§ 29–1008.18. Standards of conduct and liability.
Except as otherwise provided in § 29-1008.20:
(1) The discharge of the duties of a director or member of a committee of the board of directors shall be governed by the law applicable to directors of entities organized under Chapter 3 of this title; and
(2) The liability of a director or member of a committee of the board of directors shall be governed by the law applicable to directors of entities organized under Chapter 3 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09, § 29-1001.11, and § 29-1010.08.
Editor's Notes
Uniform Law: This section is based on § 818 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.19. Conflict of interest

§ 29–1008.19. Conflict of interest.
(a) The law applicable to conflicts of interest between a director of an entity organized under Chapter 3 of this title shall govern conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.
(b) A director shall not have a conflict of interest under this chapter or the organic rules solely because the director’s conduct relating to the duties of the director may further the director’s own interest.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.11.
Editor's Notes
Uniform Law: This section is based on § 819 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.20. Other considerations of directors

§ 29–1008.20. Other considerations of directors.
Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long and short term interest of the association and its patron members, may consider:
(1) The interest of employees, customers, and suppliers of the association;
(2) The interest of the community in which the association operates; and
(3) Other cooperative principles and values that may be applied in the context of the decision.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1008.18.
Editor's Notes
Uniform Law: This section is based on § 820 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.21. Right of director or committee member to information

§ 29–1008.21. Right of director or committee member to information.
A director or a member of a committee appointed under § 29-1008.17 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director’s duties as director or the committee member’s duties as a member of the committee. Information obtained in accordance with this section shall not be used in any manner that would violate any duty of or to the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 821 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.22. Appointment and authority of officers

§ 29–1008.22. Appointment and authority of officers.
(a) A limited cooperative association shall have the officers:
(1) Provided in the organic rules; or
(2) Established by the board of directors in a manner not inconsistent with the organic rules.
(b) The organic rules may designate or, if the rules do not designate, the board of directors shall designate, one of the association’s officers for preparing all records required by § 29-1001.10 and for the authentication of records.
(c) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the limited cooperative association.
(d) Officers of a limited cooperative association shall perform the duties the organic rules prescribe or as authorized by the board of directors not in a manner inconsistent with the organic rules.
(e) The election or appointment of an officer of a limited cooperative association shall not of itself create a contract between the association and the officer.
(f) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 822 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter VIII - Directors and Officers › § 29–1008.23. Resignation and removal of officers

§ 29–1008.23. Resignation and removal of officers.
(a) The board of directors may remove an officer at any time with or without cause.
(b) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation shall be effective when the notice is given.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 823 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter IX - Indemnification › § 29–1009.01. Indemnification

§ 29–1009.01. Indemnification.
(a) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association shall be governed by Chapter 3 of this title.
(b) A limited cooperative association may purchase insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent, and subject to the same conditions, as provided by Chapter 3 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 901 of the Uniform Limited Cooperative Association Act. Edition
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter X - Contributions, Allocations, and Distributions › § 29–1010.01. Members’ contributions

§ 29–1010.01. Members’ contributions.
The organic rules shall establish the amount, manner, or method of determining any contribution requirements for members or shall authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 1001 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter X - Contributions, Allocations, and Distributions › § 29–1010.02. Contribution and valuation

§ 29–1010.02. Contribution and valuation.
(a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.
(b) The receipt and acceptance of contributions and the valuation of contributions shall be reflected in a limited cooperative association’s records.
(c) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member’s contributions received or to be received and the determination by the board of directors of valuation shall be conclusive for purposes of determining whether the member’s contribution obligation has been met.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09.
Editor's Notes
Uniform Law: This section is based on § 1002 of the Uniform Limited Cooperative Association Act.