reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part C - Directors › § 29–406.32. Loans to or guarantees for directors and officers

§ 29–406.32. Loans to or guarantees for directors and officers.
(a) A nonprofit corporation shall not lend money to or guarantee the obligation of a director or officer of the corporation.
(b) This section shall not apply to:
(1) An advance to pay reimbursable expenses reasonably expected to be incurred by a director or officer;
(2) An advance to pay premiums on life insurance if the advance is secured by the cash value of the policy;
(3) Advances pursuant to part E of this subchapter;
(4) Loans or advances pursuant to employee benefit plans;
(5) A loan secured by the principal residence of an officer; or
(6) A loan to pay relocation expenses of an officer.
(c) The fact that a loan or guarantee is made in violation of this section shall not affect the borrower’s liability on the loan.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-403.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part C - Directors › § 29–406.33. Directors’ liability for unlawful distributions

§ 29–406.33. Directors’ liability for unlawful distributions.
(a) A director who votes for or assents to a distribution made in violation of this chapter shall be personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter if the party asserting liability establishes that, when taking the action, the director did not comply with § 29-406.30.
(b) A director held liable under subsection (a) of this section for an unlawful distribution shall be entitled to:
(1) Contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2) Recoupment from each person of the pro-rata portion of the amount of the unlawful distribution the person received, whether or not the person knew the distribution was made in violation of this chapter.
(c) A proceeding to enforce:
(1) The liability of a director under subsection (a) of this section shall be barred unless it is commenced within 2 years after the date on which the distribution was made; or
(2) Contribution or recoupment under subsection (b) of this section shall be barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-402.02 and § 29-406.31.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part D - Officers › § 29–406.40. Officers

§ 29–406.40. Officers.
(a) The officers of a nonprofit corporation shall be the individuals who hold the offices described in its articles of incorporation or bylaws or are appointed or elected in accordance with the articles and bylaws or as authorized by the board of directors. At a minimum, a nonprofit corporation shall have 2 separate officers, one responsible for the management of the corporation, who may be referred to as the “President” or by any other term used in its articles of incorporation or bylaws and another responsible for the financial affairs of the corporation, who may be referred to as the “Treasurer”, or by any other term used in its articles of incorporation or bylaws.
(b) The articles of incorporation or bylaws or the board of directors shall assign to one of the officers responsibility for preparing or supervising the preparation of the minutes of the meetings of the board of directors and the members, if any, and for maintaining and authenticating the records of the corporation required to be kept under § 29-413.01(a) and (e).
(c) The same individual may simultaneously hold more than one office in a nonprofit corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-401.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part D - Officers › § 29–406.41. Duties of officers

§ 29–406.41. Duties of officers.
Each officer has the authority and shall perform the duties set forth in the articles of incorporation or bylaws or, to the extent consistent with the articles and bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part D - Officers › § 29–406.42. Standards of conduct for officers

§ 29–406.42. Standards of conduct for officers.
(a) An officer with discretionary authority shall discharge his or her duties under that authority:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the officer reasonably believes to be in the best interests of the corporation.
(b) The duty of an officer shall include the obligation to inform:
(1) The superior officer to whom, or the board of directors or the committee thereof to which, the officer reports of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer’s functions, and known to the officer to be material to the superior officer, board, or committee; and
(2) His or her superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(c) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the nonprofit corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
(2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters:
(A) Within the particular person’s professional or expert competence; or
(B) As to which the particular person merits confidence;
(3) In the case of a religious corporation, religious authorities and ministers, priests, rabbis, imams, or other persons whose positions or duties the officer reasonably believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(12), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “religious corporation” for “corporation engaged in a religious activity” in (c)(3).
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part D - Officers › § 29–406.43. Resignation and removal of officers

§ 29–406.43. Resignation and removal of officers.
(a) An officer may resign at any time by delivering notice to the nonprofit corporation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board of directors or the appointing officer accepts the future effective time, the board or the appointing officer may designate a successor before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.
(b) Except as otherwise provided in the articles of incorporation or bylaws, an officer may be removed at any time with or without cause by:
(1) The board of directors;
(2) The officer who appointed the officer being removed, unless the board provides otherwise; or
(3) Any other officer authorized by the articles, the bylaws, or the board.
(c) For the purposes of this section, the term “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-401.50.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part D - Officers › § 29–406.44. Contract rights of officers

§ 29–406.44. Contract rights of officers.
(a) The appointment of an officer shall not itself create contract rights.
(b) An officer’s removal shall not affect the officer’s contract rights, if any, with the nonprofit corporation. An officer’s resignation shall not affect the corporation’s contract rights, if any, with the officer.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.50. Definitions

§ 29–406.50. Definitions.
For the purposes of this part, the term:
(1) “Corporation” includes any domestic or foreign predecessor entity of a nonprofit corporation in a merger, conversion, or domestication.
(2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a nonprofit corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer shall be considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. The term “director” includes a member of a designated body. The term “director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3) “Disinterested director” means a director who, at the time of a vote referred to in § 29-406.53(c) or a vote or selection referred to in § 29-406.55(b) or (c), is not:
(A) A party to the proceeding; or
(B) An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.
(4) “Expenses” include attorneys’ fees.
(5) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
(6)(A) “Official capacity” means:
(i) When used with respect to a director, the office of director in a nonprofit corporation; and
(ii) When used with respect to an officer, as contemplated in § 29-406.56, the office in a corporation held by the officer; and.
(B) The term “official capacity” does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
(7) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(8) “Proceeding” includes a threatened, pending, or completed proceeding.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-402.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.51. Permissible indemnification

§ 29–406.51. Permissible indemnification.
(a) Except as otherwise provided in this section, a nonprofit corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:
(1) The individual:
(A) Acted in good faith;
(B) Reasonably believed:
(i) In the case of conduct in an official capacity, that the conduct was in the best interests of the corporation; and
(ii) In all other cases, that the individual’s conduct was at least not opposed to the best interests of the corporation; and
(C) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; or
(2) The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by § 29-402.02(b)(7).
(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and the beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(1)(B)(ii) of this section.
(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(d) Unless ordered by a court under § 29-406.54(a)(3), a nonprofit corporation shall not indemnify a director:
(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or
(2) In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in an official capacity.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(13), 59 DCR 13171.)
Section References
This section is referenced in § 29-406.53, § 29-406.54, § 29-406.55, and § 29-406.58.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “§ 29-402.02(b)(7)” for “§ 29-402.02(b)(8)” in (a)(2).
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.52. Mandatory indemnification

§ 29–406.52. Mandatory indemnification.
A nonprofit corporation shall indemnify a director or officer to the extent the director or officer was successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because the director or officer was a director or officer of the corporation against reasonable expenses incurred by the director or officer in connection with the proceeding.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.53, § 29-406.54, and § 29-406.56.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.53. Advance for expenses

§ 29–406.53. Advance for expenses.
(a) A nonprofit corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because he or she is or was a director if the individual delivers to the corporation:
(1) An affirmation in the form of a record of his or her good faith belief that he or she has met the relevant standard of conduct described in § 29-406.51 or that the proceeding involves conduct for which liability has been eliminated by § 29-406.31(d) or under a provision of the articles of incorporation as authorized by § 29-402.02(c); and
(2) An undertaking in the form of a record to repay any funds advanced if the individual is not entitled to mandatory indemnification under § 29-406.52 and it is ultimately determined under § 29-406.54 or § 29-406.55 that the individual has not met the relevant standard of conduct described in § 29-406.51.
(b) The undertaking required by subsection (a)(2) of this section shall be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) Authorizations under this section shall be made:
(1) By the board of directors:
(A) If there are 2 or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom will constitute a quorum for that purpose, or by a majority of the members of a committee of 2 or more disinterested directors appointed by such a vote; or
(B) If there are fewer than 2 disinterested directors, by the vote necessary for action by the board in accordance with § 29-406.24(c), in which authorization directors who do not qualify as disinterested directors may participate; or
(2) By the members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.50, § 29-406.54, and § 29-406.58.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.54. Court-ordered indemnification and advance for expenses

§ 29–406.54. Court-ordered indemnification and advance for expenses.
(a) A director who is a party to a proceeding because he or she is or was a director may apply for indemnification or an advance for expenses to the Superior Court. After receipt of an application and after giving any notice it considers necessary, the court shall order:
(1) Indemnification if the court determines that the director is entitled to mandatory indemnification under § 29-406.52;
(2) Indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by § 29-406.58(a); or
(3) Indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to:
(A) Indemnify the director; or
(B) Advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in § 29-406.51(a), failed to comply with § 29-406.53, or was adjudged liable in a proceeding referred to in § 29-406.51(d)(1) or (d)(2), but if the director was adjudged so liable, his or her indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
(b) If the Superior Court determines that the director is entitled to indemnification under subsection (a)(1) of this section or to indemnification or advance for expenses under subsection (a)(2) of this section, it shall also order the nonprofit corporation to pay the director’s reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3) of this section, it may also order the corporation to pay the director’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.51, § 29-406.53, and § 29-406.56.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.55. Determination and authorization of indemnification

§ 29–406.55. Determination and authorization of indemnification.
(a) A nonprofit corporation shall not indemnify a director under § 29-406.51 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in § 29-406.51.
(b) The determination shall be made:
(1) If there are 2 or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom will constitute a quorum for that purpose, or by a majority of the members of a committee of 2 or more disinterested directors appointed by such a vote;
(2) By special legal counsel:
(A) Selected in the manner prescribed in paragraph (1) of this subsection; or
(B) If there are fewer than 2 disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or
(3) By the members.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than 2 disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection (b)(2)(B) of this section to select special legal counsel.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.50, § 29-406.53, and § 29-406.58.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.56. Indemnification of officers

§ 29–406.56. Indemnification of officers.
(a) A nonprofit corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is or was an officer of the corporation:
(1) To the same extent as a director; and
(2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for:
(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
(B) Liability arising out of conduct that constitutes:
(i) Receipt by the officer of a financial benefit to which the officer is not entitled;
(ii) An intentional infliction of harm on the corporation or the members; or
(iii) An intentional violation of criminal law.
(b) Subsection (a)(2) of this section shall apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director shall be entitled to mandatory indemnification under § 29-406.52, and may apply to a court under § 29-406.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.50.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.57. Insurance

§ 29–406.57. Insurance.
A nonprofit corporation may purchase insurance on behalf of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, serves or served at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this part.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part E - Indemnification and Advance for Expenses › § 29–406.58. Variation of indemnification

§ 29–406.58. Variation of indemnification.
(a) A nonprofit corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification as permitted by § 29-406.51 or advance funds to pay for or reimburse expenses as permitted by § 29-406.53. An obligatory provision satisfies the requirements for authorization referred to in §§ 29-406.53(c) and 29-406.55(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall obligate the corporation to advance funds to pay for or reimburse expenses in accordance with § 29-406.53 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this section shall not obligate the nonprofit corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the organic records, articles of incorporation, bylaws, or a resolution of the governors, board of directors, members or interest holders of a predecessor of the corporation in a fundamental transaction, or in a contract to which the predecessor is a party, existing at the time the fundamental transaction takes effect, shall be governed by:
(1) Section 29-407.05(a)(2) in the case of a domestication;
(2) Section 29-204.06(a)(3) in the case of a for-profit conversion;
(3) Section 29-204.06(a)(3) in the case of a foreign for-profit domestication and conversion;
(4) Section 29-204.06(a)(3) in the case of an entity conversion; or
(5) Section 29-409.07(a)(4) in the case of a merger involving only nonprofit corporations, or § 29-202.06(a)(4) in the case of a merger involving another type of entity.
(c) A nonprofit corporation may, by a provision in its articles of incorporation or bylaws, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.
(d) This part shall not limit a nonprofit corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with appearance as a witness in a proceeding at a time when the director or officer is not a party.
(e) A nonprofit corporation may indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.54.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part F - Conflicting Interest Transactions › § 29–406.70. Conflicting interest transactions; voidability

§ 29–406.70. Conflicting interest transactions; voidability.
(a) A contract or transaction between a nonprofit corporation and one or more of its members, directors, members of a designated body, or officers or between a nonprofit corporation and any other entity in which one or more of its directors, members of a designated body, or officers are directors or officers, hold a similar position, or have a financial interest, shall not be void or voidable solely for that reason, or solely because the member, director, member of a designated body, or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because his or their votes are counted for that purpose, if:
(1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum;
(2) The material facts as to the relationship or interest of the member, director, or officer and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of those members; or
(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved, or ratified by the board of directors or the members.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes a contract or transaction specified in subsection (a) of this section.
(c) This section shall be applicable except as otherwise restricted in the articles of incorporation or bylaws.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-404.40, § 29-406.31, and § 29-406.80.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part G - Business Opportunities › § 29–406.80. Business opportunities

§ 29–406.80. Business opportunities.
(a) The taking advantage, directly or indirectly, by a director of a business opportunity shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the nonprofit corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated or entitled respecting the opportunity the director brings it to the attention of the corporation and action by the members or the directors disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in § 29-406.70, as if the decision being made concerned a conflicting interest transaction.
(b) In any proceeding seeking equitable relief or other remedies, based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) of this section before taking advantage of the opportunity shall not support an inference that the opportunity should have been first presented to the nonprofit corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
(c) For the purposes of this section, the term “director” includes a member of a designated body.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.31.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part H - Limitations on Liability of Volunteers and Employees › § 29–406.90. Immunity from civil liability for volunteer of corporation

§ 29–406.90. Immunity from civil liability for volunteer of corporation.
(a) For the purposes of this section, the term “volunteer” means an officer, director, trustee, or other person who performs services for the corporation and who does not receive compensation other than reimbursement of expenses for those services.
(b) Any person who serves as a volunteer of the corporation shall be immune from civil liability except if the injury or damage was a result of:
(1) The willful misconduct of the volunteer;
(2) A crime, unless the volunteer had reasonable cause to believe that the act was lawful;
(3) A transaction that resulted in an improper personal benefit of money, property, or service to the volunteer; or
(4) An act or omission that is not in good faith and is beyond the scope of authority of the corporation pursuant to this chapter or the corporate charter.
(c) This section shall apply only if the corporation maintains liability insurance with a limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence. This subsection shall not apply to any corporation having annual total functional expenses, exclusive of grants and allocations, of less than $100,000, and which is exempt from federal taxation under section 501(c)(3) of the Internal Revenue Code of 1986.
(d) This section shall not exempt the corporation from liability for the conduct of the volunteer, but the corporation shall be liable only to the extent of the applicable limit of insurance coverage it maintains.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(14), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “1986” for “1954, August 26, 1954 (68A Stat. 163; 26 U.S.C. § 501(c)(3)” in (c); and substituted “shall not exempt” for “shall not be exempt” in (d).
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VI - Directors, Officers, and Employees › Part H - Limitations on Liability of Volunteers and Employees › § 29–406.91. Limited liability for employee of corporation

§ 29–406.91. Limited liability for employee of corporation.
(a) For the purposes of this section, the term “employee” means a person regularly employed to perform a service for a salary or wages.
(b) Except as provided in subsections (c) and (d) of this section, an employee of the corporation shall not be held personally liable in damages for any acts or omissions in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation, other than reimbursement of expenses, received from the corporation for performing those services or duties during the 12 months immediately preceding the act or omission for which liability was imposed.
(c) The limitation of liability in this section shall not apply if the injury or damage was a result of:
(1) The willful misconduct of the employee;
(2) A crime, unless the employee had reasonable cause to believe that the act was lawful;
(3) A transaction that resulted in an improper personal benefit of money, property, or service to the employee;
(4) An act or omission that is not in good faith and is beyond the scope of authority of the corporation pursuant to this chapter or the articles of incorporation.
(d) The limitation of liability in this section does not apply to any licensed professional employee operating in his or her professional capacity.
(e) This section shall not exempt the corporation from liability, but the corporation is liable only to the extent of the applicable limit of insurance coverage it maintains.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VII - Domestication › § 29–407.01. Definitions

§ 29–407.01. Definitions.
For the purposes of this subchapter, the term:
(1) “Domesticated corporation” means the domesticating corporation as it continues in existence after a domestication.
(2) “Domesticating corporation” means the domestic nonprofit corporation that adopts a plan of domestication pursuant to § 29-407.03 or the foreign nonprofit corporation that approves a domestication pursuant to its organic law.
(3) “Domestication” means a transaction authorized by this subchapter.
(4) “Surviving corporation” means the corporation as it continues in existence immediately after consummation of a domestication pursuant to 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 4 - Nonprofit Corporations › Subchapter VII - Domestication › § 29–407.02. Domestication

§ 29–407.02. Domestication.
(a) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the domestication is authorized by the law of the foreign jurisdiction.
(b) A domestic nonprofit corporation may become a foreign nonprofit corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in this subtitle [subchapter].
(c) The plan of domestication shall include:
(1) A statement of the jurisdiction in which the corporation is to be domesticated;
(2) The terms and conditions of the domestication;
(3) The manner and basis of canceling or reclassifying the memberships of the corporation following its domestication into memberships, obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing; and
(4) Any desired amendments to the articles of incorporation or bylaws of the corporation following its domestication.
(d) The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of the District or the other jurisdiction to consummate the domestication; provided, that subsequent to approval of the plan by the members, the plan shall not be amended without the approval of the members to change:
(1) The amount or kind of memberships, obligations, rights to acquire memberships, cash, or other property to be received by the members under the plan;
(2) The articles of incorporation as they will be in effect immediately following the domestication, except for changes permitted by § 29-408.05 or by comparable provisions of the laws of the other jurisdiction; or
(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(e) Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 29-401.04.
(f) If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before the effective date of this chapter contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VII - Domestication › § 29–407.04. Articles of domestication

§ 29–407.04. Articles of domestication.
(a) Articles of domestication shall be signed on behalf of the domesticating corporation by any officer or other duly authorized representative. The articles shall set forth:
(1) The name and jurisdiction of incorporation of the domesticating corporation;
(2) The name and jurisdiction of incorporation of the domesticated entity; and
(3) If the domesticating corporation is a domestic nonprofit corporation, a statement that the plan of domestication was approved in accordance with this subtitle [subchapter] or, if the domesticating corporation is a foreign nonprofit corporation, a statement that the domestication was approved in accordance with the law of its jurisdiction of incorporation.
(b) If the domesticated corporation is a domestic nonprofit corporation, the articles of domestication shall either contain all of the provisions that § 29-402.02(a) requires to be set forth in articles of incorporation and any other desired provisions that § 29-402.02(b) and (c) permits to be included in articles of incorporation, or must have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domesticated corporation shall be included. The name of the domesticated corporation shall satisfy the requirements of § 29-103.01.
(c) The articles of domestication shall be delivered to the Mayor for filing and take effect at the effective time provided in § 29-102.03.
(d) If the domesticating corporation is a registered foreign nonprofit corporation, its certificate of registration shall be canceled automatically on the effective date of its domestication.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(15), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “registered” for “qualified” in (d).
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VII - Domestication › § 29–407.05. Effect of domestication

§ 29–407.05. Effect of domestication.
(a) When a domestication becomes effective:
(1) The title to all real and personal property, both tangible and intangible, of the domesticating corporation shall remain in the domesticated corporation without reversion or impairment;
(2) The liabilities of the domesticating corporation shall remain the liabilities of the domesticated corporation;
(3) An action or proceeding pending against the domesticating corporation shall continue against the domesticated corporation as if the domestication had not occurred;
(4) The articles of domestication, or the articles of incorporation attached to the articles of domestication, shall constitute the articles of incorporation of a foreign corporation domesticating in the District;
(5) The memberships in the domesticating corporation shall be reclassified into memberships, obligations, rights to acquire memberships, or cash or other property in accordance with the terms of the domestication, and the members shall be entitled only to the rights provided by those terms; and
(6) The domesticating corporation shall be deemed to be:
(A) Incorporated under and subject to the organic law of the domesticated corporation for all purposes; and
(B) The same corporation without interruption as the domesticating corporation.
(b) The interest holder liability of a member in a foreign nonprofit corporation that is domesticated in the District shall be as follows:
(1) The domestication shall not discharge any interest holder liability under the laws of the foreign jurisdiction to the extent any such interest holder liability arose before the effective time of the articles of domestication.
(2) The member shall not have interest holder liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.
(3) The laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any interest holder liability preserved by paragraph (1) of this subsection, as if the domestication had not occurred.
(4) The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any interest holder liability preserved by paragraph (1) of this subsection, as if the domestication had not occurred.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.58.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VII - Domestication › § 29–407.06. Abandonment of a domestication

§ 29–407.06. Abandonment of a domestication.
(a) Unless otherwise provided in a plan of domestication of a domestic nonprofit corporation, after the plan has been adopted and approved as required by this subtitle [subchapter], and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the members.
(b) If a domestication is abandoned under subsection (a) of this section after articles of domestication have been delivered to the Mayor for filing but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, shall be delivered to the Mayor for filing prior to the effective date of the domestication. The statement shall be effective upon filing and the domestication shall be abandoned and shall not become effective.
(c) If the domestication of a foreign nonprofit corporation in the District is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been delivered to the Mayor for filing , a statement that the domestication has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the Mayor for filing. The statement shall be effective upon filing and the domestication shall be abandoned and shall not become effective.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(16), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “delivered to the Mayor for filing” for “filed with the Mayor” in (b) and (c).
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter VIII - Amendment of Articles of Incorporation and Bylaws › Part A - Amendment of Articles of Incorporation › § 29–408.01. Authority to amend

§ 29–408.01. Authority to amend.
A nonprofit corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)