reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter X - Contributions, Allocations, and Distributions › § 29–1010.03. Contribution agreements

§ 29–1010.03. Contribution agreements.
(a) Except as otherwise provided in the agreement, the following rules shall apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association:
(1) The agreement shall be irrevocable for 6 months after the agreement is signed by the person unless all parties to the agreement consent to the revocation.
(2) If a person does not make a required contribution:
(A) The person shall be obligated, at the option of the association, once formed, to contribute money equal to the value of that part of the contribution that has not been made, and the obligation may be enforced as a debt to the association; or
(B) The association, once formed, may rescind the agreement if the debt remains unpaid more than 20 days after the association demands payment from the person, and, upon rescission, the person shall have no further rights or obligations with respect to the association.
(b) Unless the organic rules or an agreement to make a contribution to a limited cooperative association otherwise provide, if a person does not make a required contribution to an association, the person or the person’s estate shall be obligated, at the option of the association, to contribute money equal to the value of the part of the contribution which has not been made.
(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 § 1003 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 › § 29–1010.04. Allocations of profits and losses

§ 29–1010.04. Allocations of profits and losses.
(a) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association shall be allocated in the same proportion as profits.
(b) Unless the organic rules otherwise provide, all profits and losses of a limited cooperative association shall be allocated to patron members.
(c) If a limited cooperative association has investor members, the organic rules shall not reduce the allocation to patron members to less than 50% of profits. For purposes of this subsection, the following rules shall apply:
(1) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services shall not be considered amounts allocated to patron members.
(2) Amounts paid, due, or allocated to investor members as a stated fixed return on equity shall not be considered amounts allocated to investor members.
(d) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (a), (b), and (c) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:
(1) An unallocated capital reserve; and
(2) Reasonable unallocated reserves for specific purposes, including:
(A) Expansion and replacement of capital assets;
(B) Education, training, and cooperative development;
(C) Creation and distribution of information concerning principles of cooperation; and
(D) Community responsibility.
(e) Subject to subsections (b) and (f) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (d) of this section to:
(1) Patron members in the ratio of each member’s patronage to the total patronage of all patron members during the period for which allocations are to be made; and
(2) Investor members, if any, in the ratio of each investor member’s contributions to the total contributions of all investor members.
(f) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members’ contributions, or other equitable methods.
(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 § 1004 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 › § 29–1010.05. Distributions

§ 29–1010.05. Distributions.
(a) Unless the organic rules otherwise provide and subject to § 29-1010.07, the board of directors may authorize, and the limited cooperative association may make, distributions to members.
(b) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association’s own or other securities.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1005 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 › § 29–1010.06. Redemption or repurchase

§ 29–1010.06. Redemption or repurchase.
Property distributed to a member by a limited cooperative association, other than money, maybe redeemed or repurchased as provided in the organic rules, but a redemption or repurchase shall not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase shall be treated as a distribution for purposes of § 29-1010.07.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1006 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 › § 29–1010.08. Liability for improper distributions; limitation of action

§ 29–1010.08. Liability for improper distributions; limitation of action.
(a) Except as otherwise provided in subsection (b) of this section, if a director of a limited cooperative association consents to a distribution made in violation of § 29-1010.07 and in consenting to the distribution fails to comply with § 29-1008.18, the director is personally liable to the association for the amount of the distribution that exceeds the amount which could have been distributed without violating § 29-1010.07.
(b) A person that receives a distribution knowing that the distribution was made in violation of § 29-1010.07 shall be personally liable to the limited cooperative association to the extent the distribution exceeded the amount that could have been properly paid.
(c) A director against whom an action is commenced under subsection (a) of this section may implead in the action any:
(1) Other person who is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and
(2) Person that receives a distribution in violation of subsection (b) of this section and may seek to enforce a right of contribution from the person in the amount the person received in violation [of] subsection (b) of this section.
(d) An action under this section shall be barred if it is commenced later than 2 years after the distribution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(6)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-1001.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote (a); substituted “person that receives” for “member or transferee of financial rights which received” in (b); and rewrote (c).
Editor's Notes
Uniform Law: This section is based on § 1008 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 XI - Dissociation › § 29–1011.02. Effect of dissociation as member

§ 29–1011.02. Effect of dissociation as member.
(a) Upon a member’s dissociation:
(1) The person’s right to participate as a member in the management and conduct of the association’s activities and affairs terminates; and
(2) Subject to § 29-1011.03, subchapter XV of this chapter, and Chapter 2 of this title, any financial rights owned by the person in the person’s capacity as a member are owned by the person as a transferee.
(b) A person’s dissociation as a member shall not of itself discharge the person from any debt, obligation, or other liability to the limited cooperative association or to the members which the person incurred while 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)(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 § 1102 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 XI - Dissociation › § 29–1011.03. Power of legal representative of member

§ 29–1011.03. Power of legal representative of member.
Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies or is expelled by reason of being adjudged incompetent, the member’s personal representative or other legal representative may exercise the rights of a transferee of the member’s financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under § 29-1005.05.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(7)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-1001.09 and § 29-1011.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “legal representative” for “estate” in the section heading.
Editor's Notes
Uniform Law: This section is based on § 1103 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 XII - Dissolution › § 29–1012.01. Dissolution and winding up

§ 29–1012.01. Dissolution and winding up.
A limited cooperative association shall be dissolved only as provided in this subchapter and, upon dissolution, wind up in accordance with this subchapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XII - Dissolution › § 29–1012.02. Nonjudicial dissolution

§ 29–1012.02. Nonjudicial dissolution.
Except as otherwise provided in §§ 29-1012.03 and 29-106.02, a limited cooperative association is dissolved and its activities shall be wound up:
(1) Upon the occurrence of an event or at a time specified in the articles of organization;
(2) Upon the action of the association’s organizers, board of directors, or members under § 29-1012.04 or § 29-1012.05; or
(3) Ninety days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association:
(A) Has a sole member that is a cooperative; or
(B) Not later than the end of the 90-day period, admits at least one member in accordance with the organic rules and has at least 2 members, at least one of which is a patron member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1005.02.
Editor's Notes
Uniform Law: This section is based on § 1202 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XII - Dissolution › § 29–1012.03. Judicial dissolution

§ 29–1012.03. Judicial dissolution.
The Superior Court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable in a proceeding initiated by:
(1) The Attorney General for the District of Columbia, if the association:
(A) Obtained its articles of organization through fraud; or
(B) Has continued to exceed or abuse the authority conferred upon it by law; or
(2) A member, if:
(A) The directors are deadlocked in the management of the association’s affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;
(B) The directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(C) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for 2 consecutive periods during which annual members meetings were held or were to be held; or
(D) The assets of the association are being misapplied or wasted.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1012.02 and § 29-1012.13.
Editor's Notes
Uniform Law: This section is based on § 1203 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XII - Dissolution › § 29–1012.04. Voluntary dissolution before commencement of activity

§ 29–1012.04. Voluntary dissolution before commencement of activity.
A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1012.02 and § 29-1012.05.
Editor's Notes
Uniform Law: This section is based on § 1204 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XII - Dissolution › § 29–1012.05. Voluntary dissolution by the board and members

§ 29–1012.05. Voluntary dissolution by the board and members.
(a) Except as otherwise provided in § 29-1012.04, for a limited cooperative association to voluntarily dissolve:
(1) A resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;
(2) The board of directors shall call a members meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and
(3) The board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with § 29-1005.08:
(A) The resolution required by paragraph (1) of this subsection;
(B) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis of that determination; and
(C) Notice of the members meeting, which shall be given in the same manner as notice of a special meeting of members.
(b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by:
(1) At least 2/3 of the voting power of members present at a members meeting called under subsection (a)(2) 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.
(c) The organic rules may require that the percentage of votes under subsection (b)(1) of this section shall be:
(1) A different percentage that is not less than a majority of members voting at the meeting; or
(2) Measured against the voting power of all members; or
(3) A combination of paragraphs (1) and (2) of this subsection.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1012.02.
Editor's Notes
Uniform Law: This section is based on § 1205 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XII - Dissolution › § 29–1012.06. Winding up

§ 29–1012.06. Winding up.
(a) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in § 29-1012.07, continue after dissolution only for the purpose of winding up.
(b) In winding up a limited cooperative association’s activities, the board of directors:
(1) Shall discharge its liabilities, settle and close its activities, and marshal and distribute its assets; and
(2) May:
(A) Preserve the association or its property as a going concern for no more than a reasonable time;
(B) Prosecute and defend actions and proceedings;
(C) Settle disputes by mediation or arbitration;
(D) Deliver to the Mayor for filing a statement of termination stating the name of the company and that the company is terminated;
(E) Transfer the association’s property; and
(F) Perform other acts necessary or appropriate to the winding up.
(c) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, the Superior Court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association’s activities, if:
(1) After a reasonable time, the association has not wound up its activities; or
(2) The applicant establishes other good cause.
(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the Mayor for filing an amendment to the articles of organization to reflect the appointment.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-1002.01.
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 § 1206 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 XII - Dissolution › § 29–1012.07. Distribution of assets in winding up limited cooperative association

§ 29–1012.07. Distribution of assets in winding up limited cooperative association.
(a) In winding up a limited cooperative association’s activities and affairs, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay, in money, the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.
(b)(1) Unless the organic rules otherwise provide, for the purposes of this subsection, the term “financial interests” means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members.
(2) Unless the organic rules otherwise provide, each member shall be entitled to a distribution from the association of any remaining assets in the proportion of the member’s financial interests to the total financial interests of the members after all other obligations are satisfied.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-1010.07 and § 29-1012.06.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (a).
Editor's Notes
Uniform Law: This section is based on § 1207 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 XII - Dissolution › § 29–1012.08. Known claims against dissolved limited cooperative association

§ 29–1012.08. Known claims against dissolved limited cooperative association.
(a) Subject to subsection (d) of this section, a dissolved limited cooperative association may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.
(b) A dissolved limited cooperative association may notify its known claimants of the dissolution in a record. The notice shall:
(1) Specify that a claim be in a record;
(2) Specify the information required to be included in the claim;
(3) Provide an address to which the claim must be sent;
(4) State the deadline for receipt of the claim, which shall not be less than 120 days after the date the notice is received by the claimant; and
(5) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited cooperative association shall be barred if the requirements of subsection (b) of this section are met and:
(1) The association is not notified of the claimant’s claim, in a record, by the deadline specified in the notice under subsection (b)(4) of this section;
(2) In the case of a claim that is timely received but rejected by the association, the claimant does not commence an action to enforce the claim against the association within 90 days after receipt of the notice of the rejection; or
(3) If a claim is timely received but is not accepted or rejected by the association within 120 days after the deadline for receipt of claims, the claimant does not commence an action to enforce the claim against the association within 90 days after the 120-day period.
(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-1010.07, § 29-1012.09, and § 29-1012.10.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section” for “dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section” in (a); and substituted “effective date” for the first occurrence of “date” in (d).
Editor's Notes
Uniform Law: This section is based on § 1208 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 XII - Dissolution › § 29–1012.09. Other claims against dissolved limited cooperative association

§ 29–1012.09. Other claims against dissolved limited cooperative association.
(a) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.
(b) A notice under subsection (a) of this section shall:
(1) Be published at least once in a newspaper of general circulation in the District or, if the association does not have a principal office in the District, in the state and county in which the association’s principal office is or was last located;
(2) Describe the information required to be contained in a claim and provide an address to which the claim is to be sent; and
(3) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than 3 years after publication of the notice.
(c) If a dissolved limited cooperative association publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants shall be barred unless the claimant commences an action to enforce the claim not later than 3 years after the first publication date of the notice:
(1) A claimant that did not receive, notice in a record under § 29-1012.08;
(2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution; and
(3) A claimant whose claim was timely sent to the company but not acted on.
(d) A claim not barred under this section or § 29-1012.08 may be enforced:
(1) Against a dissolved limited cooperative association, to the extent of its undistributed assets; or
(2) If, except as otherwise provided in § 29-1012.10, the assets of the association have been distributed after dissolution against a member or holder of financial rights to the extent of that person’s proportionate share of the claim or the assets distributed to the person after dissolution, whichever is less; however, a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-1012.10.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote (c) and (d).
Editor's Notes
Uniform Law: This section is based on § 1209 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 XII - Dissolution › § 29–1012.10. Court proceedings

§ 29–1012.10. Court proceedings.
(a) Upon application by a dissolved limited cooperative association that has published a notice under § 29-1012.09, the Superior Court may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution, but that, based on the facts known to the association, are reasonably anticipated to arise after the effective date of dissolution. The court need not require security for any claim that is barred under § 29-1012.08 or § 29-1012.09 or that is reasonably anticipated to be barred under that section.
(b) Not later than 10 days after filing an application under subsection (a) of this section, a dissolved limited cooperative association shall give notice of the proceeding to each known claimant holding a contingent claim as shown on the records of the dissolved association.
(c) The Superior Court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved limited cooperative association shall pay reasonable fees and expenses of the representative, including all reasonable attorneys’ and expert witness fees.
(d) Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the Superior Court shall satisfy the association’s obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution. The association’s obligations with respect to claims that are contingent may not be enforced against a member or holder of financial rights that received assets in liquidation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-1010.07 and § 29-1012.09.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “Court proceedings” for “Judicial proceeding” in the section heading; added the second sentence of (a); added “as shown on the records of the dissolved association” at the end of (b); and substituted a closing period and “The association’s obligations with respect to claims that are contingent may not be enforced against a member or holder of financial rights that received assets in liquidation” for “and the claims shall not be enforced against a member that received a distribution” in (d).
Editor's Notes
Uniform Law: This section is based on § 1210 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 XII - Dissolution › § 29–1012.11. Statement of dissolution

§ 29–1012.11. Statement of dissolution.
(a) A limited cooperative association that has dissolved or is about to dissolve may deliver to the Mayor for filing a statement of dissolution that states:
(1) The name of the association;
(2) The date the association dissolved or will dissolve; and
(3) Any other information the association considers relevant.
(b) A person shall have notice of a limited cooperative association’s dissolution on the later of:
(1) Ninety days after a statement of dissolution is filed; or
(2) The effective date stated in the statement of dissolution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1214 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XII - Dissolution › § 29–1012.12. Statement of termination

§ 29–1012.12. Statement of termination.
(a) A dissolved limited cooperative association that has completed winding up may deliver to the Mayor for filing a statement of termination that states:
(1) The name of the association;
(2) The date of filing of its initial articles of organization; and
(3) That the association is terminated.
(b) The filing of a statement of termination shall not itself terminate the 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 § 1215 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XII - Dissolution › § 29–1012.13. Rescinding dissolution

§ 29–1012.13. Rescinding dissolution.
(a) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, the Superior Court has entered an order under § 29-1012.03 dissolving the association, or the Mayor has dissolved the association under § 29-106.02.
(b) Rescinding dissolution under this section requires:
(1) The consent of each member;
(2) If a statement of dissolution applicable to the limited cooperative association has been filed by the Mayor but has not become effective, the delivery to the Mayor for filing of a statement of withdrawal applicable to the statement of dissolution; and
(3) If a statement of dissolution applicable to the limited cooperative association is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section.
(c) If a limited cooperative association rescinds its dissolution:
(1) The association resumes carrying on its activities and affairs as if dissolution had never occurred;
(2) Subject to paragraph (3) of this subsection, any liability incurred by the association after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
(Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(F), 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 XIII - Action by Member › § 29–1013.01. Derivative action

§ 29–1013.01. Derivative action.
A member may maintain a derivative action in the Superior Court to enforce a right of a limited cooperative association if:
(1) The member demands that the association bring an action to enforce the right; and
(2) Any of the following occur:
(A) The association does not, within 90 days after the member makes the demand, agree to bring the action;
(B) The association notifies the member that it has rejected the demand;
(C) Irreparable harm to the association would result by waiting 90 days after the member makes the demand;
(D) The association agrees to bring an action demanded and fails to bring the action within a reasonable time; or
(E) A demand under paragraph (1) of this subsection would be futile.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(9)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-1013.03.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added (2)(E) and made related changes.
Editor's Notes
Uniform Law: This section is based on § 1301 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 XIII - Action by Member › § 29–1013.02. Proper plaintiff

§ 29–1013.02. Proper plaintiff.
(a) A derivative action to enforce a right of a limited cooperative association shall be maintained only by a person that:
(1) Is a member or a dissociated member at the time the action is commenced and:
(A) Was a member when the conduct giving rise to the action occurred; or
(B) Whose status as a member devolved upon the person by operation of law or the organic rules from a person that was a member at the time of the conduct; and
(2) Adequately represents the interests of the association.
(b) If the sole plaintiff in a derivative action dies while the action is pending, the Superior Court may permit another member who meets the requirements of subsection (a) of this section to be substituted as plaintiff.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1302 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XIII - Action by Member › § 29–1013.03. Pleading

§ 29–1013.03. Pleading.
In a derivative action to enforce a right of a limited cooperative association, the complaint shall state:
(1) The date and content of the plaintiff’s demand under § 29-1013.01(1) and the association’s response;
(2) If 90 days have not expired since the demand, how irreparable harm to the association would result by waiting for the expiration of 90 days;
(3) If the association agreed to bring an action demanded, that the action has not been brought within a reasonable time; and
(4) If the demand should be excused as futile, the reasons therefor.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(9)(B), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added (4) and made related changes.
Editor's Notes
Uniform Law: This section is based on § 1303 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 XIII - Action by Member › § 29–1013.04. Approval for discontinuance or settlement

§ 29–1013.04. Approval for discontinuance or settlement.
A derivative action to enforce a right of a limited cooperative association shall not be discontinued or settled without the Superior Court’s approval.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1304 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XIII - Action by Member › § 29–1013.05. Proceeds and expenses

§ 29–1013.05. Proceeds and expenses.
(a) Except as otherwise provided in subsection (b) of this section:
(1) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintiff; and
(2) If the plaintiff in the derivative action receives any proceeds, the plaintiff shall immediately remit them to the association.
(b) If a derivative action to enforce a right of a limited cooperative association is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees and costs, from the recovery of the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1305 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XIII - Action by Member › § 29–1013.06. Special litigation committee

§ 29–1013.06. Special litigation committee.
(a) If a limited cooperative association is named as or made a party in a derivative proceeding, the association may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the association appoints a special litigation committee, on motion by the committee made in the name of the association, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation. This subsection does not prevent the court from enforcing a person’s right to information under § 29-1005.05 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.
(c) A special litigation committee may be appointed:
(1) By a majority of the directors not named as defendants or plaintiffs in the proceeding; and
(2) If all directors are named as defendants or plaintiffs in the proceeding, by a majority of the directors named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited cooperative association that the proceeding:
(1) Continue under the control of the plaintiff;
(2) Continue under the control of the committee;
(3) Be settled on terms approved by the committee; or
(4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
(Mar. 5, 2013, D.C. Law 19-210, § 2(j)(9)(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 XIV - Disposition of Assets › § 29–1014.01. Disposition of assets not requiring member approval

§ 29–1014.01. Disposition of assets not requiring member approval.
Unless the articles of organization otherwise provide, member approval under § 29-1014.02 shall not be required for a limited cooperative association to:
(1) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and regular course of business; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the association whether or not in the usual and regular course of business.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1014.02.
Editor's Notes
Uniform Law: This section is based on § 1501 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XIV - Disposition of Assets › § 29–1014.02. Member approval of other disposition of assets

§ 29–1014.02. Member approval of other disposition of assets.
A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in § 29-1014.01, shall require approval of the association’s members under §§ 29-1014.03 and 29-1014.04 if the disposition leaves the association without significant continuing business activity.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1014.01, § 29-1014.03, and § 29-1014.04.
Editor's Notes
Uniform Law: This section is based on § 1502 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XIV - Disposition of Assets › § 29–1014.03. Notice and action on disposition of assets

§ 29–1014.03. Notice and action on disposition of assets.
For a limited cooperative association to dispose of assets under § 29-1014.02:
(1) A majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and
(2) The board of directors shall call a members meeting to consider the proposed disposition, hold the meeting not later than 90 days after approval of the proposed disposition by the board, and mail or otherwise transmit or deliver in a record to each member:
(A) The terms of the proposed disposition;
(B) A recommendation that the members approve the disposition 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;
(C) A statement of any condition of the board’s submission of the proposed disposition to the members; and
(D) Notice of the meeting at which the proposed disposition will be considered, which shall be given in the same manner as notice of 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, § 29-1014.02, and § 29-1014.04.
Editor's Notes
Uniform Law: This section is based on § 1503 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XIV - Disposition of Assets › § 29–1014.04. Disposition of assets

§ 29–1014.04. Disposition of assets.
(a) Subject to subsection (b) of this section, a disposition of assets under § 29-1014.02 shall be approved by:
(1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1014.03(2); 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.
(b) The organic rules may require that the percentage of votes under subsection (a)(1) of this section shall be:
(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.
(c) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a limited cooperative association may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:
(1) As provided in the contract or the resolution; and
(2) Except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition.
(d) The voting requirements for districts, classes, or voting groups under § 29-1004.04 apply to approval of a disposition of assets under this subchapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1001.09 and § 29-1014.02.
Editor's Notes
Uniform Law: This section is based on § 1504 of the Uniform Limited Cooperative Association Act.