reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–930. Expulsion of members; procedure; purchase of holdings

§ 29–930. Expulsion of members; procedure; purchase of holdings.
A member may be expelled by the vote of a majority of the members voting at a regular or special meeting. The member against whom the charges are to be preferred shall be informed thereof in writing at least 10 days in advance of the meeting and shall have an opportunity to be heard in person or by counsel at the meeting. On the decision of the association to expel a member, the board of directors shall purchase the member’s holdings at par value, if and when there are sufficient reserve funds.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-930.
1981 Ed., § 29-1130.
1973 Ed., § 29-830.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–932. Bonding of officers and employees

§ 29–932. Bonding of officers and employees.
Every individual acting as officer or employee of an association and handling funds or securities amounting to $1,000 or more, in any one year, shall be covered by an adequate bond, as determined by the board of directors and at the expense of the association. The bylaws may also provide for the bonding of other employees or officers.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-932.
1981 Ed., § 29-1132.
1973 Ed., § 29-832.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–933. Audit

§ 29–933. Audit.
To record its business operation, every association shall keep a set of books, which shall be audited at the end of each fiscal year by an experienced bookkeeper or accountant, who shall not be an officer or director. If the annual business amounts to less than $10,000, the audit may be performed by an auditing committee of 3, who shall not be directors, officers, or employees. A written report of the audit, including a statement of the amount of business transacted with members and the amount transacted with nonmembers, the balance sheet, and the income and expenses, shall be submitted to the annual meeting of the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-933.
1981 Ed., § 29-1123.
1973 Ed., § 29-823.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–934. Dissolution; methods; vote required for approval; distribution of assets

§ 29–934. Dissolution; methods; vote required for approval; distribution of assets.
An association may, at any regular or special meeting legally called, be directed to dissolve by a vote of 2 /3 of the entire membership. By a vote of a majority of the members voting, 3 members shall be designated as trustees, who shall, on behalf of the association and within a time fixed in their designation or within any extension thereof, liquidate its assets, and shall distribute them in the manner set forth in this section. The association shall file a statement of dissolution with the Mayor. An action in the Superior Court for judicial dissolution of an association organized under this chapter may be instituted for the causes and prosecuted in the manner set forth in part B of subchapter XII of Chapter 4 of this title; provided, that any distribution of assets shall be in the manner set forth in this section. In case of any dissolution of an association, its assets shall be distributed in the following manner and order:
(1) Payment of its debts and expenses;
(2) Returning to members the par value of their shares or of their membership certificates, return to the subscribers the amounts paid on their subscriptions, and returning to the patrons the amount of savings returns credited to their accounts toward the purchase of shares or membership certificates; and
(3) Distribution of any surplus in either or both of the following ways as the articles may provide:
(A) Among those patrons who have been members or subscribers at any time during the past 6 years, on the basis of their patronage during that period; or
(B) As a gift to any consumers’ cooperative association or other nonprofit enterprise which may be designated in the articles.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(13), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-936.
1981 Ed., § 29-1136.
1973 Ed., § 29-836.
Section References
This section is referenced in § 29-906 and § 29-931.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “part B of subchapter XII of Chapter 4 of this title” for “part B of subchapter XII of Chapter 3 of this title” in the introductory paragraph.
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 9 - General Cooperative Associations › § 29–935. Existing cooperative groups; acceptance of act; filing and recordation of amended articles and bylaws

§ 29–935. Existing cooperative groups; acceptance of act; filing and recordation of amended articles and bylaws.
Any group incorporated under another law of the District and operating on a cooperative basis or any unincorporated group operating on such a basis in the District may elect by a vote of 2 /3 of the members voting to secure the benefits of and be bound by this chapter, and shall thereupon amend the parts of its articles and bylaws as are not in conformity with this chapter. A certified copy of the amended articles shall be delivered to the Mayor for filing.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(14), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-940.
1981 Ed., § 29-1140.
1973 Ed., § 29-840.
Section References
This section is referenced in § 29-902.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “delivered to the Mayor for filing” for “filed with the Mayor.”
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 9 - General Cooperative Associations › § 29–936. Foreign corporations and associations; admission to do business

§ 29–936. Foreign corporations and associations; admission to do business.
A foreign corporation or association operating on a cooperative basis and complying with the applicable laws of the state wherein it is organized shall be entitled to do business in the District as a foreign cooperative corporation or association and shall govern itself in accordance with its bylaws and the laws of the state wherein it is organized. A foreign corporation or association shall file a foreign registration statement as provided in § 29-105.03.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-941.
1981 Ed., § 29-1141.
1973 Ed., § 29-841.
Section References
This section is referenced in § 29-902 and § 29-939.
Emergency Legislation
For temporary (90 days) amendment of this section, see § 2 of Common Interest Community Virtual Meeting Congressional Review Emergency Amendment Act of 2020 (D.C. Act 23-603, Jan. 13, 2021, 68 DCR 001208).
For temporary (90 days) amendment of this section, see § 2(b) of Common Interest Community Virtual Meeting Emergency Amendment Act of 2020 (D.C. Act 23-453, Oct. 9, 2020, 67 DCR 13075).
Temporary Legislation
For temporary (225 days) amendment of this section, see § 2 of Common Interest Community Virtual Meeting Congressional Review Temporary Amendment Act of 2020 (D.C. Law 23-259, Mar. 16, 2021, 67 DCR 14385).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–937. Compliance with chapter; not in restraint of trade

§ 29–937. Compliance with chapter; not in restraint of trade.
The fact that economic activity of a limited cooperative association, a subsidiary, or a related entity, is organized under this chapter shall not in itself cause the activity to be considered a conspiracy, a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-942.
1981 Ed., § 29-1142.
1973 Ed., § 29-842.
Section References
This section is referenced in § 29-1001.08.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–938. Chapter 3 of this title applicable to associations

§ 29–938. Chapter 3 of this title applicable to associations.
Chapter 3 of this title shall apply to associations formed under this chapter, except to the extent that it is in conflict with this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–939. Taxation; annual license fee

§ 29–939. Taxation; annual license fee.
Associations formed under this chapter, and foreign corporations and associations admitted under § 29-936 to do business in the District, shall pay an annual license fee established by the Mayor by rule.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-944.
1981 Ed., § 29-1144.
1973 Ed., § 29-844.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.01. Short title

§ 29–1001.01. Short title.
This chapter may be cited as the “Uniform Limited Cooperative Association Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 101 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.03. Nature of limited cooperative association

§ 29–1001.03. Nature of limited cooperative association.
(a) A limited cooperative association organized under this chapter shall be an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:
(1) Ownership, financing, and receipt of benefits by the members for whose interests the association is formed; and
(2) Separate investments in the association by members who may receive returns on their investments and a share of control.
(b) The fact that a limited cooperative association does not have one or more of the characteristics described in subsection (a) of this section shall not alone prevent the association from being formed under, and governed by, this chapter and shall not alone provide a basis for an action against the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 104 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.04. Purpose and duration of limited cooperative association

§ 29–1001.04. Purpose and duration of limited cooperative association.
(a) A limited cooperative association shall be an entity distinct from its members.
(b) A limited cooperative association may be organized for any lawful purpose, whether or not for profit.
(c) Unless the articles of organization state a term for a limited cooperative association’s existence, the association shall have perpetual duration.
(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 § 105 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.05. Powers

§ 29–1001.05. Powers.
A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities affairs. An association may maintain an action against a member for harm caused to the association by the member’s violation of a duty to the association or of the organic law or organic rules.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(2)(B), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities.”
Editor's Notes
Uniform Law: This section is based on § 106 of the Uniform Limited Cooperative Association Act.
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 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.06. Governing law

§ 29–1001.06. Governing law.
The law of the District shall govern the:
(1) Internal affairs of a limited cooperative association; and
(2) Liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 107 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.07. Requirements of other laws

§ 29–1001.07. Requirements of other laws.
(a) This chapter shall not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign cooperative, or its members.
(b) A limited cooperative association shall not conduct an activity that, under law of the District other than this chapter, shall be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the association conform to those requirements.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 109 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.08. Relation to restraint of trade and antitrust laws

§ 29–1001.08. Relation to restraint of trade and antitrust laws.
To the extent a limited cooperative association or activities conducted by the association in the District meet the material requirements for other cooperatives entitled to an exemption from or immunity under § 29-937, the association and its activities shall be entitled to the exemption or immunity. This section shall not create any new exemption or immunity for an association or affect any exemption or immunity provided to a cooperative organized under any other law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 110 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.11. Business transactions of member with limited cooperative association

§ 29–1001.11. Business transactions of member with limited cooperative association.
Subject to §§ 29-1008.18 and 29-1008.19 and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and do other business with a limited cooperative association in the same manner as a person that is not a member.
(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 § 115 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.12. Dual capacity

§ 29–1001.12. Dual capacity.
A person may have a patron member’s interest and an investor member’s interest. When such person acts as a patron member, the person shall be subject to this chapter and the organic rules governing patron members. When such person acts as an investor member, the person shall be subject to this chapter and the organic rules governing investor members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 116 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter I - General Provisions › § 29–1001.13. Approval of entity transaction by limited cooperative association

§ 29–1001.13. Approval of entity transaction by limited cooperative association.
(a) For a limited cooperative association to approve an entity transaction under subchapter XV of this chapter or Chapter 2 of this title, a plan must be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of directors must call a members meeting to consider the plan, hold the meeting not later than 90 days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
(1) The plan, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;
(2) A recommendation that the members approve the plan, or if the board determines that because of a conflict of interest or other circumstances it should not make a favorable recommendation, the basis for that determination;
(3) A statement of any condition of the board’s submission of the plan to the members; and
(4) Notice of the meeting at which the plan will be considered, which must be given in the same manner as notice of a special meeting of members.
(b) Subject to subsections (c) and (d) of this section, a plan must be approved by:
(1) At least two-thirds of the voting power of members present at a members meeting called under subsection (a) of this section; and
(2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(c) The organic rules may require that the percentage of votes under subsection (b)(1) of this section is:
(1) A different percentage that is not less than a majority of members voting at the meeting;
(2) Measured against the voting power of all members; or “(3) A combination of paragraphs (1) and (2) of this subsection.
(d) The vote required to approve a plan may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(e) Consent in a record to a plan by a member must be delivered to the limited cooperative association before delivery to the Mayor for filing of articles of merger, interest exchange, conversion, or domestication, if, as a result of the merger, interest exchange, conversion, or domestication, the member will have interest holder liability for debts, obligations, or other liabilities that arise after the transaction becomes effective.
(f) The voting requirements for districts, classes, or voting groups under § 29-1004.04 apply to the approval of a transaction under this title.
(Mar. 5, 2013, D.C. Law 19-210, § 2(j)(2)(C), 59 DCR 13171.)
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 10 - Limited Cooperative Associations › Subchapter II - Filing › § 29–1002.01. Signing of records delivered for filing to Mayor

§ 29–1002.01. Signing of records delivered for filing to Mayor.
A record delivered to the Mayor for filing pursuant to this chapter shall be signed as follows:
(1) The initial articles of organization shall be signed by at least one organizer.
(2) A statement of cancellation under § 29-1003.02(d) shall be signed by at least one organizer.
(3) Except as otherwise provided in paragraph (4) of this subsection, a record signed on behalf of an existing limited cooperative association shall be signed by an officer.
(4) A record filed on behalf of a dissolved association shall be signed by a person winding up activities under § 29-1012.06 or a person appointed under § 29-1012.06 to wind up those activities.
(5) Any other record delivered on behalf of a person to the Mayor for filing must be signed by that person.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(3)(A), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 deleted the subsection “(a)” designation; substituted “delivered on behalf of a person to the Mayor for filing must be signed by that person” for “shall be signed by the person on whose behalf the record is delivered to the Mayor” in (5); and repealed former (b), which read: “Any record to be signed under this chapter may be signed by an authorized agent.”
Editor's Notes
Uniform Law: This section is based on § 201 of the Uniform Limited Cooperative Association Act.
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 10 - Limited Cooperative Associations › Subchapter II - Filing › § 29–1002.02. Signing and filing of records pursuant to judicial order

§ 29–1002.02. Signing and filing of records pursuant to judicial order.
(a) If a person required by this chapter to sign or deliver a record to the Mayor for filing does not do so, any other person that is aggrieved may petition the Superior Court to order:
(1) The person to sign the record; or
(2) The person to deliver the record to the Mayor for filing; or
(3) The Mayor to file the record unsigned.
(b) If the petitioner under subsection (a) of this section is not the limited cooperative association or foreign cooperative to which the record pertains, the petitioner shall make the association or cooperative a party to the action.
(c) A record filed pursuant to this section is effective without being signed.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(3)(B), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 202 of the Uniform Limited Cooperative Association Act.
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 10 - Limited Cooperative Associations › Subchapter II - Filing › § 29–1002.03. Liability for inaccurate information in filed record

§ 29–1002.03. Liability for inaccurate information in filed record.
If a record delivered to the Mayor for filing under this chapter and filed by the Mayor contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person’s behalf and knew at the time the record was signed that the information was inaccurate.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 205 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter III - Formation and Initial Articles of Organization of Limited Cooperative Association › § 29–1003.01. Organizers

§ 29–1003.01. Organizers.
A limited cooperative association shall be organized by one or more organizers.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 301 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter III - Formation and Initial Articles of Organization of Limited Cooperative Association › § 29–1003.02. Formation of limited cooperative association; articles of organization

§ 29–1003.02. Formation of limited cooperative association; articles of organization.
(a) To form a limited cooperative association, an organizer of the association must deliver articles of organization to the Mayor for filing. The articles shall state:
(1) The name of the association, which shall comply with §§ 29-103.01 and 29-103.02(h);
(2) The purposes for which the association is formed;
(3) The street address and, if different, mailing address of the association’s initial principal office and the information required by § 29-104.04;
(4) The name and street address and, if different, mailing address of each organizer; and
(5) The term for which the association is to exist if other than perpetual.
(b) Subject to § 29-1001.09(a), articles of organization may contain any other provisions in addition to those required by subsection (a) of this section.
(c) A limited cooperative association shall be formed after articles of organization that substantially comply with subsection (a) of this section are delivered to the Mayor, are filed, and become effective under § 29-102.03.
(d) If articles of organization filed by the Mayor state a delayed effective date, a limited cooperative association shall not be formed if, before the articles take effect, an organizer signs and delivers to the Mayor for filing a statement of cancellation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-101.06 and § 29-1002.01.
Editor's Notes
Uniform Law: This section is based on § 302 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter III - Formation and Initial Articles of Organization of Limited Cooperative Association › § 29–1003.03. Organization of limited cooperative association

§ 29–1003.03. Organization of limited cooperative association.
(a) After a limited cooperative association is formed:
(1) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association; or
(2) If initial directors are not named in the articles of organization, the organizers shall designate the initial directors and call a meeting of the initial directors to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association.
(b) Unless the articles of organization otherwise provide, the initial directors may cause the limited cooperative association to accept members, including those necessary for the association to begin business.
(c) Initial directors need not be members.
(d) An initial director shall serve until a successor is elected and qualified at a members meeting or the director is removed, resigns, is adjudged incompetent, or dies.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09, § 29-1008.04, and § 29-1008.05.
Editor's Notes
Uniform Law: This section is based on § 303 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter III - Formation and Initial Articles of Organization of Limited Cooperative Association › § 29–1003.04. Bylaws

§ 29–1003.04. Bylaws.
(a) Bylaws shall be in a record and, if not stated in the articles of organization, shall include:
(1) A statement of the capital structure of the limited cooperative association, including:
(A) The classes or other types of members’ interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member’s interest; and
(B) The rights to share in profits or distributions of the association;
(2) A statement of the method for admission of members;
(3) A statement designating voting and other governance interests, including which members have voting power and any restriction on voting power;
(4) A statement that a member’s interest is transferable if it is to be transferable and a statement of the conditions upon which it may be transferred;
(5) A statement concerning the manner in which profits and losses are allocated, and distributions are made, among patron members and, if investor members are authorized, the manner in which profits and losses are allocated, and how distributions are made, among investor members and between patron members and investor members;
(6) A statement concerning:
(A) Whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and
(B) The manner in which profits and losses are allocated and distributions are made with respect to those persons; and
(7) A statement of the number and terms of directors or the method by which the number and terms are determined.
(b) Subject to § 29-1001.09(c) and the articles of organization, bylaws may contain any other provision for managing and regulating the affairs of the association.
(c) In addition to amendments permitted under subchapter IV of this chapter, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1004.01.
Editor's Notes
Uniform Law: This section is based on § 304 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter IV - Amendment of Organic Rules of Limited Cooperative Association › § 29–1004.01. Authority to amend organic rules

§ 29–1004.01. Authority to amend organic rules.
(a) A limited cooperative association may amend its organic rules under this subchapter for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under § 29-1003.04.
(b) Unless the organic rules otherwise provide, a member shall not have a vested property right resulting from any provision in the organic rules, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the limited cooperative association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1004.02.
Editor's Notes
Uniform Law: This section is based on § 401 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter IV - Amendment of Organic Rules of Limited Cooperative Association › § 29–1004.02. Notice and action on amendment of organic rules

§ 29–1004.02. Notice and action on amendment of organic rules.
(a) Except as otherwise provided in §§ 29-1004.01(a) and 29-1004.05(f), the organic rules of a limited cooperative association shall be amended only at a members meeting. An amendment may be proposed by either:
(1) A majority of the board of directors, or a greater percentage if required by the organic rules; or
(2) One or more petitions signed by at least 10% of the patron members or at least 10% of the investor members.
(b) The board of directors shall call a members meeting to consider an amendment proposed pursuant to subsection (a) of this section. The meeting shall be held not later than 90 days following the proposal of the amendment by the board or receipt of a petition. The board shall mail or otherwise transmit or deliver in a record to each member:
(1) The proposed amendment, or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member;
(2) A recommendation that the members approve the amendment or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis for that determination;
(3) A statement of any condition of the board’s submission of the amendment to the members; and
(4) Notice of the meeting at which the proposed amendment will be considered, which shall be given in the same manner as notice for a special meeting of members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1004.05.
Editor's Notes
Uniform Law: This section is based on § 402 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter IV - Amendment of Organic Rules of Limited Cooperative Association › § 29–1004.03. Method of voting on amendment of organic rules

§ 29–1004.03. Method of voting on amendment of organic rules.
(a) A substantive change to a proposed amendment of the organic rules shall not be made at the members meeting at which a vote on the amendment occurs.
(b) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on the amendment occurs and need not be separately voted upon by the board of directors.
(c) A vote to adopt a nonsubstantive change to a proposed amendment to the organic rules shall be by the same percentage of votes required to pass a proposed amendment.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 403 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter IV - Amendment of Organic Rules of Limited Cooperative Association › § 29–1004.04. Voting by district, class, or voting group

§ 29–1004.04. Voting by district, class, or voting group.
(a) This section shall apply if the organic rules provide for voting by district or class or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in § 29-1004.05(e)(1) through (5). Approval of the amendment shall require the same percentage of votes of the members of that district, class, or voting group required in §§ 29-1004.05 and 29-1005.14.
(b) If a proposed amendment to the organic rules would affect members in 2 or more districts or classes entitled to vote separately under subsection (a) of this section in the same or a substantially similar way, the districts or classes affected shall vote as a single voting group unless the organic rules otherwise provide for separate voting.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09, § 29-1001.13, § 29-1004.05, § 29-1014.04, and § 29-1015.04.
Editor's Notes
Uniform Law: This section is based on § 404 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter IV - Amendment of Organic Rules of Limited Cooperative Association › § 29–1004.06. Restated articles of organization

§ 29–1004.06. Restated articles of organization.
A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended. Restated articles may contain amendments if the restated articles are adopted in the same manner and with the same vote as required for amendments to the articles under § 29-1004.05(a). Upon filing, restated articles shall supersede the existing articles and all amendments.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 406 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter IV - Amendment of Organic Rules of Limited Cooperative Association › § 29–1004.07. Amendment or restatement of articles of organization; filing

§ 29–1004.07. Amendment or restatement of articles of organization; filing.
(a) To amend its articles of organization, a limited cooperative association shall deliver to the Mayor for filing an amendment of the articles, restated articles of organization, or articles of merger pursuant to subchapter XV of this chapter, which contain one or more amendments of the articles of organization, stating:
(1) The name of the association;
(2) The date of filing of the association’s initial articles; and
(3) The changes the amendment makes to the articles as most recently amended or restated.
(b) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly:
(1) Cause the articles to be amended; or
(2) If appropriate, deliver an amendment to the Mayor for filing pursuant to § 29-102.01.
(c) If restated articles of organization are adopted, the restated articles may be delivered to the Mayor for filing in the same manner as an amendment.
(d) Upon filing, an amendment of the articles of organization or other record containing an amendment of the articles which has been properly adopted by the members is effective as provided in § 29-102.03.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1004.05.
Editor's Notes
Uniform Law: This section is based on § 407 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 › § 29–1005.01. Members

§ 29–1005.01. Members.
To begin business, a limited cooperative association shall have at least 2 patron members unless the sole member is a cooperative.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 501 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 › § 29–1005.02. Becoming member

§ 29–1005.02. Becoming member.
(a) If a limited cooperative association is to have only one cooperative member upon formation, the cooperative becomes a member as agreed by that cooperative and the organizer of the limited cooperative association. That cooperative and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial cooperative member.
(b) If a limited cooperative association is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the limited cooperative association. The organizer acts on behalf of the persons in forming the limited cooperative association and may be, but need not be, one of the persons.
(c) After formation of a limited cooperative association, a person becomes a member:
(1) As provided in the organic rules;
(2) As the result of a transaction effective under subchapter XV of this chapter or Chapter 2 of this title;
(3) With the consent of all the members; or
(4) As provided in § 29-1012.02(3).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(4)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-1001.09.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 502 of the Uniform Limited Cooperative Association Act.
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 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.03. No agency power of member as member

§ 29–1005.03. No agency power of member as member.
(a) A member is not an agent of a limited cooperative association solely by reason of being a member.
(b) A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited cooperative association because of the person’s conduct.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(4)(B), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 503 of the Uniform Limited Cooperative Association Act.
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 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.04. Liability of members and managers

§ 29–1005.04. Liability of members and managers.
(a) A debt, obligation, or other liability of a limited cooperative association is solely the debt, obligation, or other liability of the limited cooperative association. A member or manager of the limited cooperative association is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the association solely by reason of being or acting as a member or manager of the association. This subsection applies regardless of the dissolution of the association.
(b) The failure of a limited cooperative association to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on any member or manager of the association for any debt, obligation, or other liability of the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(4)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-1001.09.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 504 of the Uniform Limited Cooperative Association Act.
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 10 - Limited Cooperative Associations › Subchapter V - Members › § 29–1005.06. Annual meeting of members

§ 29–1005.06. Annual meeting of members.
(a) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules.
(b) An annual members meeting may be held inside or outside the District at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.
(c) Unless the organic rules otherwise provide, members may attend or conduct an annual members meeting through any means of communication if all members attending the meeting can communicate with each other during the meeting.
(d) The board of directors shall report, or cause to be reported, at the association’s annual members meeting the association’s business and financial condition as of the close of the most recent fiscal year.
(e) Unless the organic rules otherwise provide, the board of directors shall designate the presiding officer of the association’s annual members meeting.
(f) Failure to hold an annual members meeting shall not affect the validity of any action by the 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 § 506 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 › § 29–1005.07. Special meeting of members

§ 29–1005.07. Special meeting of members.
(a) A special meeting of members shall be called only:
(1) As provided in the organic rules;
(2) By a majority vote of the board of directors on a proposal stating the purpose of the meeting;
(3) By demand in a record signed by members holding at least 20% of the voting power of the persons in any district or class entitled to vote on the matter that is the purpose of the meeting stated in the demand; or
(4) By demand in a record signed by members holding at least 10% of the total voting power of all the persons entitled to vote on the matter that is the purpose of the meeting stated in the demand.
(b) A demand under subsection (a)(3) or (4) of this section shall be submitted to the officer of the limited cooperative association charged with keeping its records.
(c) Any voting member may withdraw its demand under subsection (a)(3) or (4) of this section before receipt by the limited cooperative association of demands sufficient to require a special meeting of members.
(d) A special meeting of members may be held inside or outside the District at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.
(e) Unless the organic rules otherwise provide, members may attend or conduct a special meeting of members through the use of any means of communication if all members attending the meeting can communicate with each other during the meeting.
(f) Only business within the purpose or purposes stated in the notice of a special meeting of members shall be conducted at the meeting.
(g) Unless the organic rules otherwise provide, the presiding officer of a special meeting of members shall be designated 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 and § 29-1005.08.
Editor's Notes
Uniform Law: This section is based on § 507 of the Uniform Limited Cooperative Association Act.