reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XV - Merger › § 29–1015.01. Definitions

§ 29–1015.01. Definitions.
For the purposes of this subchapter, the term:
(1) “Constituent limited cooperative association” or “constituent association” means a limited cooperative association or foreign limited cooperative association that is a party to a merger.
(2) “Surviving limited cooperative association” or “surviving association” means a limited cooperative association or foreign limited cooperative association into which one or more other domestic associations or foreign cooperatives associations are merged, whether the domestic or foreign association existed before the merger or is created by the merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1601 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XV - Merger › § 29–1015.02. Merger

§ 29–1015.02. Merger.
(a) One or more constituent limited cooperative associations may merge with one or more other constituent associations pursuant to this subchapter and a plan of merger. If any of the constituent associations is a foreign cooperative association, the law of the jurisdiction in which it was formed shall authorize the merger.
(b) A plan of merger shall be in a record and shall include:
(1) The name and jurisdiction of organization of each constituent limited cooperative association;
(2) The name and jurisdiction of organization of the surviving limited cooperative association;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent association into any combination of money, interests in any entity, and other consideration;
(4) If the surviving association is to be created by the merger, the surviving association’s organic rules; and
(5) If the surviving association is not to be created by the merger, any amendments to be made by the merger to the surviving association’s organic rules.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1606 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XV - Merger › § 29–1015.03. Notice and action on plan of merger

§ 29–1015.03. Notice and action on plan of merger.
(a) For a limited cooperative association to merge with another constituent limited cooperative association, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the association’s organic rules.
(b) The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than 90 days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
(1) The plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;
(2) A recommendation that the members approve the plan of merger or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis for that determination;
(3) A statement of any condition of the board’s submission of the plan of merger to the members; and
(4) Notice of the meeting at which the plan of merger 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 and § 29-1015.04.
Editor's Notes
Uniform Law: This section is based on § 1607 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XV - Merger › § 29–1015.04. Approval or abandonment of merger by members

§ 29–1015.04. Approval or abandonment of merger by members.
(a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by:
(1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1015.03(b); 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 provide 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) The vote required to approve a plan of merger shall not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(d) Consent in a record to a plan of merger by a member shall be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to § 29-1015.05 if as a result of the merger the member will have an obligation or liability for an additional contribution.
(e) Subject to subsection (d) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(f) The voting requirements for districts, classes, or voting groups under § 29-1004.04 shall apply to approval of a merger 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.
Editor's Notes
Uniform Law: This section is based on § 1608 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XV - Merger › § 29–1015.05. Filings required for merger; effective date

§ 29–1015.05. Filings required for merger; effective date.
(a) After each constituent limited cooperative association has approved a merger, articles of merger shall be signed on behalf of each constituent association by an authorized representative.
(b) The articles of merger shall include:
(1) The name of each constituent limited cooperative association and the jurisdiction under the laws of which it is organized;
(2) The name of the surviving limited cooperative association, the jurisdiction under the laws of which it is organized, and, if the surviving association is created by the merger, a statement to that effect;
(3) The date the merger is to be effective;
(4) If the surviving association is to be created by the merger and will be a domestic limited cooperative association, the limited cooperative association’s articles of organization;
(5) If the surviving association is not created by the merger and is a domestic limited cooperative association, any amendments provided for in the plan of merger to its articles of organization;
(6) A statement as to each constituent association that the merger was approved as required by its organic law;
(7) If the surviving association is a foreign cooperative not authorized to do business in the District, the street address and, if different, mailing address of an office which the Mayor may use for the purposes of § 29-104.12; and
(8) Any additional information required by the organic law of any constituent association.
(c) Each limited cooperative association that is a party to a merger shall deliver the articles of merger to the Mayor for filing.
(d) A merger shall be effective under this subchapter upon the later of:
(1) Compliance with subsection (c) of this section; or
(2) Subject to § 29-102.03, as specified in the articles of merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1015.04.
Editor's Notes
Uniform Law: This section is based on § 1609 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XV - Merger › § 29–1015.06. Effect of merger

§ 29–1015.06. Effect of merger.
(a) When a merger becomes effective:
(1) The surviving limited cooperative association shall continue or come into existence;
(2) Each constituent limited cooperative association that merges into the surviving association shall cease to exist as a separate entity;
(3) All property owned by each constituent association that ceases to exist shall vest in the surviving association;
(4) All debts, liabilities, and other obligations of each constituent association that ceases to exist shall continue as obligations of the surviving association;
(5) An action or proceeding pending by or against any constituent association that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent association that ceases to exist shall vest in the surviving association;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan shall take effect;
(8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger shall not dissolve the association for purposes of subchapter XII of this chapter;
(9) If the surviving association is created by the merger, the articles of organization shall become effective; and
(10) If the surviving association is not created by the merger, any amendments made by the articles of merger for the articles of organization of the surviving association shall become effective.
(b) A surviving limited cooperative association that is organized under the laws of a jurisdiction other than the District consents to the jurisdiction of the Superior Court to enforce any obligation owed by a constituent limited cooperative association if, before the merger, the constituent association was subject to suit in the District on the obligation. A surviving association that is organized under the laws of a jurisdiction other than the District and not authorized to do business in the District may be served with process in the same manner and with the same consequences as in § 29-104.12.
(c) A merger in which a limited cooperative and another form of entity are parties shall be governed by Chapter 2 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1610 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XV - Merger › § 29–1015.07. Consolidation

§ 29–1015.07. Consolidation.
(a) Constituent limited cooperative associations may agree to call a merger a consolidation under this subchapter.
(b) All provisions governing mergers or using the term merger in this chapter shall apply equally to mergers that the constituent associations choose to call consolidations under subsection (a) of his [sic] section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1611 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 10 - Limited Cooperative Associations › Subchapter XV - Merger › § 29–1015.08. Subchapter not exclusive

§ 29–1015.08. Subchapter not exclusive.
This subchapter shall not prohibit a limited cooperative association from being merged under law other than this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1612 of the Uniform Limited Cooperative Association Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1101. Short title

§ 29–1101. Short title.
This chapter may be cited as the “Uniform Unincorporated Nonprofit Association Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1102. Definitions

§ 29–1102. Definitions.
For the purposes of this chapter, the term:
(1) “Established practices” means the practices used by an unincorporated nonprofit association without material change during the most recent 5 years of its existence or, if it has existed for less than 5 years, during its entire existence.
(2) “Governing principles” means the agreements, whether oral, in a record, or implied from its established practices, that govern the purpose or operation of an unincorporated nonprofit association and the rights and obligations of its members and managers. The term “governing principles” shall include any amendment or restatement of the agreements constituting the governing principles.
(3) “Manager” means a person that is responsible, alone or in concert with others, for the management of an unincorporated nonprofit association.
(4) “Member” means a person that, under the governing principles, may participate in the selection of persons authorized to manage the affairs of the unincorporated nonprofit association or in the development of the policies and activities of the association.
(5) “Unincorporated nonprofit association” means an unincorporated organization, consisting of 2 or more members joined under an agreement that is oral, in a record, or implied from conduct, for one or more common, nonprofit purposes. The term “unincorporated nonprofit association” shall not include:
(A) A trust;
(B) A marriage, domestic partnership, common law domestic relationship, civil union, or other domestic living arrangement;
(C) An organization formed under any other statute that governs the organization and operation of unincorporated associations;
(D) A joint tenancy, tenancy in common, or tenancy by the entireties even if the co-owners share use of the property for a nonprofit purpose; or
(E) A relationship under an agreement in a record that expressly provides that the relationship between the parties does not create an unincorporated nonprofit association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 2 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1103. Relation to other law

§ 29–1103. Relation to other law.
A statute governing a specific type of unincorporated nonprofit association shall prevail over an inconsistent provision in this chapter, to the extent of the inconsistency.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 3 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1104. Governing law

§ 29–1104. Governing law.
(a) Except as otherwise provided in subsection (b) of this section, the law of the District shall govern the operation in the District of all unincorporated nonprofit associations formed or operating in the District.
(b) Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in which an unincorporated nonprofit association has its main place of activities shall govern the internal affairs 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 § 4 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1105. Legal entity; duration; powers

§ 29–1105. Legal entity; duration; powers.
(a) An unincorporated nonprofit association shall be a legal entity distinct from its members and managers.
(b) An unincorporated nonprofit association shall have perpetual duration unless the governing principles specify otherwise.
(c) An unincorporated nonprofit association shall have the same powers as an individual to do all things necessary or convenient to carry on its purposes.
(d) An unincorporated nonprofit association may engage in profit-making activities, but profits from any activities shall be used or set aside for the association’s nonprofit purposes.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 5 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1106. Ownership and transfer of property

§ 29–1106. Ownership and transfer of property.
(a) An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an interest in property.
(b) An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(k)(2), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 deleted “real or personal” preceding “property” in (a).
Editor's Notes
Uniform Law: This section is based on § 6 of the Uniform Unincorporated Nonprofit Association Act (2008 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 11 - Unincorporated Nonprofit Associations › § 29–1107. Statement of authority as to real property

§ 29–1107. Statement of authority as to real property.
(a) For the purposes of this section, the term “statement of authority” means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association.
(b) An interest in real property held in the name of an unincorporated nonprofit association may be transferred by a person authorized to do so in a statement of authority filed by the association with the Mayor.
(c) A statement of authority shall set forth:
(1) The name of the unincorporated nonprofit association;
(2) The address in the District, including the street address, if any, of the association, or, if the association does not have an address in the District, its out-of-state address;
(3) That the association is an unincorporated nonprofit association; and
(4) The name, title, or position of a person authorized to transfer an interest in real property held in the name of the association.
(d) A statement of authority shall be executed in the same manner as a deed by a person other than the person authorized in the statement to transfer the interest.
(e) A document effecting an amendment, revocation, or cancellation of a statement of authority, or stating that the statement is unauthorized or erroneous, shall meet the requirements for execution and filing of an original statement.
(f) Unless canceled earlier, a filed statement of authority and its most recent amendment shall expire 5 years after the date of the most recent filing.
(g) If the record title to real property is in the name of an unincorporated nonprofit association and the statement of authority is delivered to the Mayor for filing, the authority of the person named in the statement to transfer shall be conclusive in favor of a person that gives value without notice that the person lacks authority.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(k)(3), 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 (g).
Editor's Notes
Uniform Law: This section is based on § 7 of the Uniform Unincorporated Nonprofit Association Act (2008 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 11 - Unincorporated Nonprofit Associations › § 29–1108. Liability

§ 29–1108. Liability.
(a) A debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise shall:
(1) Be solely the debt, obligation, or other liability of the association; and
(2) Not become the debt, obligation, or other liability of a member or manager solely by reason of the member acting as a member or the manager acting as a manager.
(b) A person’s status as a member or manager of shall not prevent or restrict law other than this chapter from imposing liability on the person or the association because of the person’s conduct.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 8 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1109. Assertion and defense of claims

§ 29–1109. Assertion and defense of claims.
(a) An unincorporated nonprofit association shall have the capacity to sue and be sued in its own name.
(b) A member or a manager may assert a claim the member or manager has against an unincorporated nonprofit association. An association may assert a claim it has against a member or a manager.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 9 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1110. Effect of judgment or order

§ 29–1110. Effect of judgment or order.
A judgment or order against an unincorporated nonprofit association shall not by itself [be] a judgment or order against a member or manager.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 10 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1111. Member has no agency power

§ 29–1111. Member has no agency power.
A member of an unincorporated nonprofit association shall not be an agent of the association solely by reason of being a member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 15 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1112. Approval by members

§ 29–1112. Approval by members.
(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall have the approval of its members to:
(1) Admit, suspend, dismiss, or expel a member;
(2) Select and dismiss a manager;
(3) Adopt, amend, or repeal the governing principles;
(4) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the association’s property, with or without the association’s goodwill, outside the ordinary course of its activities;
(5) Dissolve under § 29-1124 or merge under § 29-1126;
(6) Undertake any other act outside the ordinary course of the association’s activities; or
(7) Determine the policy and purposes of the association.
(b) An unincorporated nonprofit association shall have the approval of the members to do any other act or exercise a right that the governing principles require to be approved by members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1118.
Editor's Notes
Uniform Law: This section is based on § 16 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1113. Procedural requirements for member meetings

§ 29–1113. Procedural requirements for member meetings.
(a) Unless an unincorporated nonprofit association’s governing principles provide otherwise:
(1) Approval of a matter by the members shall require an affirmative majority of the votes cast at a meeting of members; and
(2) Each member shall be entitled to one vote on each matter that is submitted for approval by members.
(b) The governing principles may provide for the:
(1) Calling, location, and timing of member meetings;
(2) Notice and quorum requirements for member meetings;
(3) Conduct of member meetings;
(4) Taking of action by the members by consent without a meeting or casting ballots; and
(5) Participation by members in a member meeting by telephone or other means of electronic communication.
(c) If the governing principles do not provide for a matter described in subsection (b) of this section, customary usages and principles of parliamentary law and procedure apply.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(k)(4), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “Procedural requirements for member meetings” for “Member Meeting, voting and notice requirements” in the section heading; substituted “the members” for “members” in (a)(1); rewrote (b); and added (c).
Editor's Notes
Uniform Law: This section is based on § 17 of the Uniform Unincorporated Nonprofit Association Act (2008 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 11 - Unincorporated Nonprofit Associations › § 29–1114. Duties of member

§ 29–1114. Duties of member.
(a) A member shall not have a fiduciary duty to an unincorporated nonprofit association or to another member solely by being a member.
(b) A member shall discharge the duties to the unincorporated nonprofit association and the other members and exercise any rights under this chapter consistent with the governing principles and the obligation of good faith and fair dealing.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1123.
Editor's Notes
Uniform Law: This section is based on § 18 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1115. Admission, suspension, dismissal, or expulsion of member

§ 29–1115. Admission, suspension, dismissal, or expulsion of member.
(a) A person shall become a member and may be suspended, dismissed, or expelled in accordance with the association’s governing principles. If there are no applicable governing principles, a person shall become a member or be suspended, dismissed, or expelled from an association only by a vote of its members. A person shall not be admitted as a member without the person’s consent.
(b) Unless the governing principles provide otherwise, the suspension, dismissal, or expulsion of a member shall not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred, or commitment made, by the member before the suspension, dismissal, or expulsion.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 19 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1116. Member’s resignation

§ 29–1116. Member’s resignation.
(a) A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time.
(b) Unless the governing principles provide otherwise, resignation of a member shall not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before resignation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 20 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1117. Membership interest not transferable

§ 29–1117. Membership interest not transferable.
Except as otherwise provided in the governing principles, a member’s interest or any right under the governing principles shall not be transferable.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 21 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1118. Selection of managers; management rights of managers

§ 29–1118. Selection of managers; management rights of managers.
Except as otherwise provided in this chapter or the governing principles:
(1) Only the members shall select a manager or managers;
(2) A manager may be a member or a nonmember;
(3) If a manager is not selected, all members shall be managers;
(4) Each manager has equal rights in the management and conduct of the association’s activities;
(5) All matters relating to the activities shall be decided by its managers, except for matters reserved for approval by members in § 29-1112; and
(6) A difference among managers shall be decided by a majority of the managers.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 22 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1119. Duties of manager

§ 29–1119. Duties of manager.
(a) A manager shall owe to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care.
(b) A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement, or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.
(c) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.
(d) A manager that makes a business judgment in good faith satisfies the duties specified in subsection (a) of this section if the manager:
(1) Is not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment;
(2) Is informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and
(3) Believes that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes.
(e) The governing principles in a record may limit or eliminate the liability of a manager to the unincorporated nonprofit association or its members for damages for any action taken, or for failure to take any action, as a manager, except liability for:
(1) The amount of financial benefit improperly received by a manager;
(2) An intentional infliction of harm on the association or one or more of its members;
(3) An intentional violation of criminal law;
(4) Breach of the duty of loyalty; or
(5) Improper distributions.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1123.
Editor's Notes
Uniform Law: This section is based on § 23 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1120. Procedural requirements for manager meetings

§ 29–1120. Procedural requirements for manager meetings.
(a) The governing principles may provide for the:
(1) Calling, location, and timing of manager meetings;
(2) Notice and quorum requirements for manager meetings;
(3) Conduct of manager meetings;
(4) Taking of action by the managers by consent without a meeting; and
(5) Participation by managers in a manager meeting by telephone or other means of electronic communication.
(b) If the governing principles do not provide for a matter described in subsection (a) of this section, customary usages and principles of parliamentary law and procedure apply.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(k)(5), 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 § 24 of the Uniform Unincorporated Nonprofit Association Act (2008 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 11 - Unincorporated Nonprofit Associations › § 29–1121. Right of members and managers to information

§ 29–1121. Right of members and managers to information.
(a) On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the unincorporated nonprofit association’s regular operating hours, at a reasonable location specified by the association, any record maintained by the association regarding its activities, financial condition, and other circumstances, to the extent the information is material to the member’s or manager’s rights and duties under the governing principles.
(b) An unincorporated nonprofit association may impose reasonable restrictions on access to, and use of, information to be furnished under this section, including designating the information confidential and imposing the obligations of nondisclosure and safeguarding on the recipient.
(c) An unincorporated nonprofit association may charge a person that makes a demand under this section reasonable copying costs, limited to the costs of labor and materials.
(d) A former member or manager shall be entitled to information to which the member or manager was entitled while a member or manager if the information pertains to the period during which the person was a member or manager, the former member or manager seeks the information in good faith, and the former member or manager satisfies subsections (a) through (c) of this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 25 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1122. Distributions prohibited; compensation and other permitted payments

§ 29–1122. Distributions prohibited; compensation and other permitted payments.
(a) Except as otherwise provided in subsection (b) of this section, an unincorporated nonprofit association shall not pay dividends or make distributions to a member or manager.
(b) An unincorporated nonprofit association may:
(1) Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services rendered;
(2) Confer benefits on a member or manager in conformity with its nonprofit purposes;
(3) Repurchase a membership and repay a capital contributions made by a member to the extent authorized by its governing principles; or
(4) Make distributions of property to members upon winding up and termination to the extent permitted by § 29-1125.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 26 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1123. Reimbursement; indemnification; advancement of expenses

§ 29–1123. Reimbursement; indemnification; advancement of expenses.
(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the member’s or manager’s activities on behalf of the association;
(b) An unincorporated nonprofit association may indemnify a member or manager for any debt, obligation, or other liability incurred in the course of the member’s or manager’s activities on behalf of the association if the person seeking indemnification has complied with § 29-1114 or § 29-1119. Governing principles in a record may broaden or limit indemnification.
(c) If a person is made, or threatened to be made, a party in an action based on that person’s activities on behalf of an unincorporated nonprofit association and the person makes a request in a record to the association, a majority of the disinterested managers may approve in a record advance payment, or reimbursement, by the association, of all or a part of the reasonable expenses, including attorneys’ fees and costs, incurred by the person before the final disposition of the proceeding. To be entitled to an advance payment or reimbursement, the person shall state in a record that the person has a good faith belief that the criteria for indemnification in subsection (b) of this section have been satisfied and that the person will repay the amounts advanced or reimbursed if the criteria for payment have not been satisfied. The governing principles in a record may broaden or limit the advance payments or reimbursements.
(d) An unincorporated nonprofit association may purchase insurance on behalf of a member or manager for liability asserted against or incurred by the member or manager in the capacity of a member or manager, whether or not the association has authority under this chapter to reimburse, indemnify, or advance expenses to the member or manager against liability.
(e) The rights of reimbursement, indemnification, and advancement of expenses under this section shall apply to a former member or manager for an activity undertaken on behalf of the unincorporated nonprofit association while a member or manager.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 27 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1124. Dissolution

§ 29–1124. Dissolution.
(a) An unincorporated nonprofit association may be dissolved as follows:
(1) If the governing principles provide a time or method for dissolution, at that time or by that method;
(2) If the governing principles do not provide a time or method for dissolution, upon approval by the members;
(3) If no member can be located and the association’s operations have been discontinued for at least 3 years, by the managers or, if the association has no current manager, by its last manager;
(4) By court order; or
(5) Under law other than this chapter.
(b) After dissolution, an unincorporated nonprofit association continues in existence until its activities have been wound up and it is terminated pursuant to § 29-1125.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1112.
Editor's Notes
Uniform Law: This section is based on § 28 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1125. Winding up and termination

§ 29–1125. Winding up and termination.
Winding up and termination of an unincorporated nonprofit association shall proceed in accordance with the following rules:
(1) All known debts and liabilities shall be paid or adequately provided for.
(2) Any property subject to a condition requiring return to the person designated by the donor shall be transferred to that person.
(3) Any property subject to a trust shall be distributed in accordance with the trust agreement.
(4) Any remaining property shall be distributed as follows:
(A) As required by law other than this chapter that requires assets of an association to be distributed to another person with similar nonprofit purposes;
(B) In accordance with the association’s governing principles or, in the absence of applicable governing principles, to the members of the association per capita or as the members direct; or
(C) If subparagraph (A) or (B) of this paragraph does not apply, in accordance with the law of unclaimed property in the District.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1122 and § 29-1124.
Editor's Notes
Uniform Law: This section is based on § 29 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 11 - Unincorporated Nonprofit Associations › § 29–1127. Transition concerning real and personal property

§ 29–1127. Transition concerning real and personal property.
(a) If, before the applicability date of this chapter, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but under the law of the District the interest did not vest in the association, or in one or more persons on behalf of the association under subsection (b) of this section, on the effective date of this chapter, the interest shall vest in the association, unless the parties to the transfer have treated the transfer as ineffective.
(b) If, before the applicability date of this chapter, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but the interest was vested in one or more persons to hold the estate or interest for members of the association, on or after the effective date of this chapter, the persons, or their successors in interest, may transfer the interest to the association in its name or the association may require that the interest be transferred to it in its name.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 31 of the Uniform Unincorporated Nonprofit Association Act (2008 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter I - General Provisions › § 29–1201.01. Short title

§ 29–1201.01. Short title.
This chapter may be cited as the “Uniform Statutory Trust Entity Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 101 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter I - General Provisions › § 29–1201.05. Applicability of trust law

§ 29–1201.05. Applicability of trust law.
The law of the District pertaining to common-law trusts shall supplement this chapter. However, a governing instrument may supersede or modify application to the statutory trust of any law of the District pertaining to common-law trusts.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 105 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter I - General Provisions › § 29–1201.06. Rule of construction

§ 29–1201.06. Rule of construction.
(a) This chapter shall be liberally construed to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.
(b) The presumption that a civil statute in derogation of the common law is construed strictly shall not apply to this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 106 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter I - General Provisions › § 29–1201.07. Constructive notice

§ 29–1201.07. Constructive notice.
A person that is not a beneficial owner is deemed to have notice of a statutory trust’s merger, interest exchange, conversion, or domestication 90 days after articles of merger, interest exchange, conversion, or domestication under subchapter VII of this chapter or Chapter 2 of this title become effective.
(Mar. 5, 2013, D.C. Law 19-210, § 2(l)(2)(D), 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.