2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XI - Dissociation › § 29–1011.01. Member’s dissociation

§ 29–1011.01. Member’s dissociation.
(a) A person has the power to dissociate as a member at any time.
(b) A member’s dissociation from a limited cooperative association shall be wrongful only if the dissociation:
(1) Breaches an express provision of the organic rules; or
(2) Occurs before the termination of the limited cooperative association and:
(A) The person is expelled as a member under subsection (d)(3) or (4) of this subsection; or
(B) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.
(c) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member shall be liable to the limited cooperative association and to the other members for damages caused by the dissociation. The liability shall be in addition to any other debt, obligation, or liability of the person to the association.
(d) A member shall be dissociated from the limited cooperative association as a member when:
(1) The association receives notice in a record of the member’s express will to dissociate as a member or, if the member specifies in the notice an effective date later than the date the association received notice, on that later date;
(2) An event stated in the organic rules as causing the member’s dissociation as a member occurs;
(3) The member is expelled as a member under the organic rules;
(4) The member is expelled as a member by the board of directors because:
(A) It is unlawful to carry on the association’s activities and affairs with the member as a member;
(B) There has been a transfer of all the member’s financial rights in the association, other than:
(i) A creation or perfection of a security interest; or
(ii) A charging order in effect under § 29-1006.05 which has not been foreclosed;
(C) The member is a limited liability company, association, or partnership which has been dissolved and its business is being wound up; or
(D) The member is a corporation or cooperative and:
(i) The member filed a certificate of dissolution, or the equivalent, or the jurisdiction of formation revoked the association’s charter or right to conduct business;
(ii) The association sends a notice to the member that it will be expelled as a member for a reason described in sub-subparagraph (i) of this subparagraph; and
(iii) Not later than 90 days after the notice was sent under sub-subparagraph (ii), the member did not revoke its certificate of dissolution, or the equivalent, or the jurisdiction of formation did not reinstate the association’s charter or right to conduct business; or
(E) The member is an individual and is adjudged incompetent;
(5) In the case of a member who is an individual, the individual dies;
(6) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, all the trust’s financial rights in the association are distributed;
(7) In the case of a member that is an estate, the estate’s entire financial interest in the association is distributed;
(8) In the case of a member that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the member is terminated;
(9) The association participates in a merger if, under the plan of merger as approved under subchapter XV of this chapter, the member ceases to be a member; or
(10) The association participates in a transaction under Subchapter [subchapter] XV of this chapter or Chapter 2 of this title if, under the terms of the transaction, the association ceases to exist in the form of a limited cooperative association or the member ceases to be a member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(7)(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 substituted “has the power to dissociate as a member at any time” for “shall have the power to dissociate as a member at any time, rightfully or wrongfully, by express will” in (a); substituted “A” for “Unless the organic rules otherwise provide, a” at the beginning of (b); substituted “limited cooperative association and to the other members” for “limited cooperative association” in (c); substituted “activities and affairs” for “activities” in (d)(4)(A); and substituted “Subchapter XV of this chapter or Chapter 2” for “Chapter 2” in (d)(10).
Editor's Notes
Uniform Law: This section is based on § 1101 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.