reglab/statecodes huggingface dataset:
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 › § 29–408.02. Amendment before issuance of memberships

§ 29–408.02. Amendment before issuance of memberships.
If a membership corporation has not yet issued memberships, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the articles of incorporation.
(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 VIII - Amendment of Articles of Incorporation and Bylaws › Part A - Amendment of Articles of Incorporation › § 29–408.04. Voting on amendments by voting groups

§ 29–408.04. Voting on amendments by voting groups.
(a) Except as otherwise provided in the articles of incorporation or bylaws, if a nonprofit corporation has more than one class of members, the members of each class shall be entitled to vote as a separate voting group, if member voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:
(1) Effect an exchange or reclassification of all or part of the memberships of the class into memberships of another class;
(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;
(3) Change the rights, preferences, or limitations of all or part of the memberships of the class in a manner different than the amendment would affect another class;
(4) Change the rights, preferences, or limitations of all or part of the memberships of the class by changing the rights, preferences, or limitations of another class;
(5) Increase or decrease the number of memberships authorized for that class;
(6) Increase the number of memberships authorized for another class; or
(7) Authorize a new class of memberships.
(b) If a class of members will be divided into 2 or more classes by an amendment to the articles of incorporation, the amendment shall be approved by a majority of the members of each class that will be created.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-407.03, § 29-408.07, § 29-408.22, and § 29-409.04.
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 › § 29–408.05. Amendment of articles of nonmembership corporation

§ 29–408.05. Amendment of articles of nonmembership corporation.
Except as otherwise provided in the articles of incorporation, the board of directors of a nonmembership corporation may adopt amendments to the corporation’s articles. Except as otherwise provided in the articles of incorporation, an amendment adopted by the board of directors under this subsection shall also be approved:
(1) By a designated body whose approval is required by the articles of incorporation or bylaws;
(2) If the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group; and
(3) If the amendment changes or deletes a provision regarding the designation of a director, by the individual designated at the time as that director.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-407.02, § 29-408.03, and § 29-409.02.
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 › § 29–408.06. Articles of amendment

§ 29–408.06. Articles of amendment.
After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the nonprofit corporation shall deliver to the Mayor, for filing, articles of amendment, which shall set forth:
(1) The name of the corporation;
(2) The text of the amendment adopted;
(3) If the amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with § 29-401.04;
(4) The date of the amendment’s adoption; and
(5) If the amendment:
(A) Was adopted by the incorporators, board of directors, or a designated body without member approval, a statement that the amendment was adopted by the incorporators or by the board of directors or designated body, as the case may be, and that member approval was not required; or
(B) Required approval by the members, a statement that the amendment was duly approved by the members in the manner required by this chapter and by the articles of incorporation and bylaws.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-408.07.
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 › § 29–408.07. Restated articles of incorporation

§ 29–408.07. Restated articles of incorporation.
(a) The board of directors of a nonprofit corporation may restate its articles of incorporation at any time, without approval by the members or any other person, to consolidate all amendments into a single document without substantive change.
(b) If restated articles of a membership corporation include one or more new amendments that require member approval, the amendments shall be adopted and approved as provided in §§ 29-408.03 and 29-408.04.
(c) A nonprofit corporation that restates its articles of incorporation shall deliver to the Mayor for filing articles of amendment under § 29-408.06 which include a statement that the articles of amendment are a restatement that consolidates all amendments into a single record.
(d) Duly adopted restated articles of incorporation shall supersede the original articles of incorporation and all amendments thereto.
(e) The Mayor shall certify restated articles of incorporation as the articles of incorporation currently in effect.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-408.03.
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 › § 29–408.08. Amendment pursuant to reorganization

§ 29–408.08. Amendment pursuant to reorganization.
(a) A nonprofit corporation’s articles of incorporation may be amended without action by the board of directors, a designated body, or the members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
(b) An individual designated by the court shall deliver to the Mayor for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court’s order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section shall not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-408.03.
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 › § 29–408.09. Effect of articles amendment

§ 29–408.09. Effect of articles amendment.
(a) Except as otherwise provided in subsections (b), (c), and (d) of this section, an amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the nonprofit corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the articles. An amendment changing a corporation’s name shall not abate a proceeding brought by or against the corporation in its former name.
(b) Property held in trust by a nonprofit corporation or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by an amendment of its articles of incorporation unless the corporation obtains an appropriate order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(c) Unless a nonprofit corporation obtains an appropriate order of the Superior Court under the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its articles of incorporation shall not affect:
(1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or
(2) The existing rights of persons other than its members.
(d) A person that is a member or otherwise affiliated with a charitable corporation shall not receive a direct or indirect financial benefit in connection with an amendment of the articles of incorporation unless the person is itself a charitable corporation or an unincorporated entity with a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
(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 VIII - Amendment of Articles of Incorporation and Bylaws › Part B - Amendment of Bylaws › § 29–408.20. Amendment by board of directors or members

§ 29–408.20. Amendment by board of directors or members.
(a) Except as otherwise provided in the articles of incorporation or bylaws, the members of a membership corporation may amend or repeal the corporation’s bylaws.
(b) The board of directors of a membership corporation or nonmembership corporation may amend or repeal the corporation’s bylaws, unless the articles of incorporation or bylaws or § 29-408.21 or § 29-408.22 reserve that power exclusively to the members or a designated body in whole or 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 VIII - Amendment of Articles of Incorporation and Bylaws › Part B - Amendment of Bylaws › § 29–408.21. Bylaw increasing quorum or voting requirement for board of directors or designated body

§ 29–408.21. Bylaw increasing quorum or voting requirement for board of directors or designated body.
(a) A bylaw that increases a quorum or voting requirement for the board of directors or a designated body may be amended or repealed:
(1) If originally adopted by the members, only by the members, unless the bylaws otherwise provide;
(2) If adopted by the board of directors or designated body, either by the members or by the board of directors or designated body.
(b) A bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors or a designated body may provide that it can be amended or repealed only by a specified vote of either the members or the board of directors or designated body.
(c) Action by the board of directors or a designated body under subsection (a) of this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors or a designated body shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-408.20.
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 B - Amendment of Bylaws › § 29–408.22. Bylaw amendments requiring member approval

§ 29–408.22. Bylaw amendments requiring member approval.
(a) Except as otherwise provided in the articles of incorporation or bylaws, the board of directors or designated body of a membership corporation that has one or more members at the time shall not adopt or amend a bylaw under:
(1) Section 29-404.10 providing that some of the members have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships or other matters;
(2) Section 29-404.13 levying dues, assessments, or fees on some or all of the members;
(3) Section 29-404.21 relating to the termination or suspension of members;
(4) Section 29-404.22 authorizing the purchase of memberships;
(5) Section 29-406.08(a):
(A) Requiring cause to remove a director; or
(B) Specifying what constitutes cause to remove a director;
(6) Section 29-406.08(e) relating to the removal of a director who is designated in a manner other than election or appointment; or
(7) Section 29-406.12.
(b) The board of directors or designated body of a membership corporation shall not amend the articles of incorporation or bylaws to vary the application of subsection (a) of this section to the corporation.
(c) If a nonprofit corporation has more than one class of members, the members of a class shall be entitled to vote as a separate voting group on an amendment to the bylaws that:
(1) Is described in subsection (a) of this subsection if the amendment would affect the members of that class differently than the members of another class; or
(2) Has any of the effects described in § 29-408.04.
(d) If a class of members will be divided into 2 or more classes by an amendment to the bylaws, the amendment shall be approved by a majority of the members of each class that will be created.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-408.20.
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 B - Amendment of Bylaws › § 29–408.23. Effect of bylaw amendment

§ 29–408.23. Effect of bylaw amendment.
(a) Property held in trust by a nonprofit corporation or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by an amendment of its bylaws unless the corporation obtains an appropriate order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(b) Unless a nonprofit corporation obtains an appropriate order of the Superior Court under the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets, an amendment of its bylaws shall not affect:
(1) Any restriction imposed upon property held by the corporation by virtue of any trust under which it holds that property; or
(2) The existing rights of persons other than its members.
(c) A person that is a member or otherwise affiliated with a charitable corporation shall not receive a direct or indirect financial benefit in connection with an amendment of the bylaws unless the person is itself a charitable corporation or an unincorporated entity with a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
(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 VIII - Amendment of Articles of Incorporation and Bylaws › Part C - Special Rights › § 29–408.40. Approval by third persons

§ 29–408.40. Approval by third persons.
(a) The articles of incorporation may require that an amendment to the articles be approved in the form of a record by a specified person or group of persons in addition to the board of directors and members.
(b) The articles of incorporation or bylaws may require that an amendment to the bylaws be approved in the form of a record by a specified person or group of persons in addition to the board of directors and members.
(c) A requirement in the articles of incorporation or bylaws described in subsection (a) or (b) of this section shall only be amended with the approval in the form of a record of the specified person or group of persons.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-409.04 and § 29-410.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IX - Mergers and Membership Exchanges › § 29–409.01. Preliminary provisions and restrictions

§ 29–409.01. Preliminary provisions and restrictions.
(a) For the purposes of this subchapter, the term:
(1) “Exchanging entity” means the domestic or foreign nonprofit corporation or eligible entity in which all of one or more classes of memberships or classes or series of eligible interests are to be acquired in a membership exchange.
(2) “Membership exchange” means a transaction pursuant to § 29-409.03.
(3) “Merger” means a transaction pursuant to § 29-409.02.
(4) “Party to a merger” or “party to a membership exchange” means any domestic or foreign nonprofit corporation or eligible entity that:
(A) Will merge under a plan of merger;
(B) Will acquire memberships or eligible interests of another corporation or an eligible entity in a membership exchange; or
(C) Is an exchanging entity.
(5) “Survivor” in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
(b) Property held in trust by an entity or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction under this subchapter unless the entity obtains an appropriate order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(c) Unless an entity that is a party to a transaction under this subchapter obtains an appropriate order of the Superior Court under the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets, the transaction shall not affect:
(1) Any restriction imposed upon the entity by its organic documents that may not be amended by its governors, members, or interest holders;
(2) Any restriction imposed upon property held by the entity by virtue of any trust under which it holds that property; or
(3) The existing rights of persons other than members, shareholders, or interest holders of the entity.
(d) A person that is a member, interest holder, or otherwise affiliated with a charitable corporation or an unincorporated entity with a charitable purpose shall not receive a direct or indirect financial benefit in connection with a transaction under this subchapter to which the charitable corporation or unincorporated entity is a party unless the person is itself a charitable corporation or unincorporated entity with a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-409.07.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IX - Mergers and Membership Exchanges › § 29–409.05. Merger with controlled corporation or between controlled corporations

§ 29–409.05. Merger with controlled corporation or between controlled corporations.
(a) A domestic or foreign entity that holds a membership in a domestic nonprofit corporation that carries at least 80% of the voting power of each class of membership of the controlled corporation that has voting power may merge the controlled corporation into itself or into another such controlled corporation, or merge itself into the controlled corporation, without the approval of the board of directors, designated body or members of the controlled corporation, unless the articles of incorporation or bylaws of any of the corporations or the organic records of a controlling unincorporated entity otherwise provide.
(b) If, under subsection (a) of this section, approval of a merger by the members of a controlled corporation is not required, the controlling entity shall, within 10 days after the effective date of the merger, notify each of the members of the controlled corporation that the merger has become effective.
(c) Except as otherwise provided in subsections (a) and (b) of this subsection, a merger between a controlling entity and a controlled corporation shall be governed by the provisions of this subchapter applicable to mergers generally.
(d) A merger pursuant to this section shall also be approved in a record by a designated body whose approval is required to amend the articles of incorporation of the controlled corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-409.04.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter IX - Mergers and Membership Exchanges › § 29–409.06. Articles of merger or membership exchange

§ 29–409.06. Articles of merger or membership exchange.
(a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be signed on behalf of each party to the merger or membership exchange by any officer or other duly authorized representative. The articles shall set forth:
(1) The names of the parties to the merger or membership exchange;
(2) If the articles of incorporation of the survivor of a merger or an exchanging nonprofit corporation are amended, or if a new corporation is created as a result of a merger, the amendments to the articles of incorporation of the survivor or exchanging corporation or the articles of incorporation of the new corporation;
(3) If the plan of merger or membership exchange required approval by the members of a domestic nonprofit corporation that was a party to the merger or membership exchange, a statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation or bylaws;
(4) If the plan of merger or membership exchange did not require approval by the members of a domestic nonprofit corporation that was a party to the merger or membership exchange, a statement to that effect; and
(5) As to each foreign nonprofit corporation or eligible entity that was a party to the merger or membership exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.
(b) Terms of articles of merger or membership exchange may be made dependent on facts objectively ascertainable outside the articles in accordance with § 29-401.04.
(c) Articles of merger or membership exchange shall be delivered to the Mayor for filing by the survivor of the merger or the acquiring corporation or eligible entity in a membership exchange and take effect at the effective time provided in § 29-102.03. Articles of merger or membership exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
(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 IX - Mergers and Membership Exchanges › § 29–409.08. Abandonment of a merger or membership exchange

§ 29–409.08. Abandonment of a merger or membership exchange.
(a) Unless otherwise provided in a plan of merger or membership exchange or in the organic law of a foreign nonprofit corporation that is a party to a merger or a membership exchange, after the plan has been adopted and approved as required by this subchapter, and at any time before the merger or membership exchange has become effective, it may be abandoned by a domestic nonprofit corporation that is a party thereto without action by its members, in accordance with any procedures set forth in the plan of merger or membership exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or membership exchange.
(b) If a merger or membership exchange is abandoned under subsection (a) of this section after articles of merger or membership exchange have been delivered to the Mayor for filing but before the merger or membership exchange has become effective, a statement that the merger or membership exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or membership exchange by an officer or other duly authorized representative, shall be delivered to the Mayor for filing prior to the effective date of the merger or membership exchange. Upon filing, the statement shall be effective and the merger or membership exchange shall be deemed 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)(18), 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).
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 X - Disposition of Assets › § 29–410.01. Disposition of assets not requiring member approval

§ 29–410.01. Disposition of assets not requiring member approval.
Approval of the members of a nonprofit corporation shall not be required, unless the articles of incorporation or bylaws otherwise provide, to:
(1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets:
(A) In the usual and regular course of its activities; or
(B) If the corporation and its consolidated subsidiaries retain an activity that represented or was supported by at least 33% of total assets at the end of the most recently completed fiscal year;
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation’s assets, whether or not in the usual and regular course of business its [sic] activities; or
(3) Transfer any or all of the corporation’s assets to one or more corporations or other entities all of the memberships or interests of which are owned by the corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-410.02 and § 29-410.03.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter X - Disposition of Assets › § 29–410.03. Restrictions on dispositions of assets

§ 29–410.03. Restrictions on dispositions of assets.
(a) Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction described in § 29-410.01 or § 29-410.02 unless the nonprofit corporation obtains an appropriate order from the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(b) A person that is a member or otherwise affiliated with a charitable corporation shall not receive a direct or indirect financial benefit in connection with a disposition of assets unless the person is a charitable corporation or an unincorporated entity that has a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
(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 XI - Derivative Proceedings › § 29–411.01. Definition

§ 29–411.01. Definition.
For the purposes of this subchapter, the term “derivative proceeding” means a civil action in the right of a domestic nonprofit corporation or, to the extent provided in § 29-411.08, in the right of a foreign nonprofit corporation.
(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 XI - Derivative Proceedings › § 29–411.02. Standing

§ 29–411.02. Standing.
(a) A derivative proceeding may be brought in the Superior Court by:
(1) A member or members having 5% or more of the voting power, or by 50 members, whichever is less; or
(2) Any director or member of a designated body.
(b) The plaintiff in a derivative proceeding shall be a member, director, or member of a designated body at the time of bringing the proceeding. A plaintiff that is a member shall also have been a member at the time of any action complained of in the derivative proceeding.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-411.07.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XI - Derivative Proceedings › § 29–411.03. Demand

§ 29–411.03. Demand.
A person shall not commence a derivative proceeding until:
(1) A demand in the form of a record has been delivered to the nonprofit corporation to take suitable action; and
(2) Ninety days have expired from the date the demand was effective unless:
(A) The person has earlier been notified that the demand has been rejected by the corporation; or
(B) Irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
(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 XI - Derivative Proceedings › § 29–411.04. Stay of proceedings

§ 29–411.04. Stay of proceedings.
If the nonprofit corporation commences an inquiry into the allegations made in the demand or complaint, the Superior Court may stay any derivative proceeding for such period as the court considers appropriate.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-411.08.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XI - Derivative Proceedings › § 29–411.05. Dismissal

§ 29–411.05. Dismissal.
(a) The Superior Court shall dismiss a derivative proceeding on motion by the nonprofit corporation if one of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by a majority vote of:
(1) Independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or
(2) A committee consisting of 2 or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum.
(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a member, the complaint shall allege with particularity facts establishing that:
(1) A majority of the board of directors did not consist of independent directors at the time the determination was made; or
(2) The requirements of subsection (a) of this section have not been met.
(d) If a majority of the board of directors does not consist of independent directors at the time the determination is made, the nonprofit corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.
(e) The Superior Court may appoint a panel of one or more independent persons upon motion by the nonprofit corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving that the requirements of subsection (a) of this section have not been met.
(f) A person is independent for purposes of this section if the person does not have:
(1) A material interest in the outcome of the proceeding; or
(2) A material relationship with a person that has such an interest.
(g) None of the following by itself causes a director to be considered not independent for purposes of this section:
(1) The nomination, election, or appointment of the director by persons that are defendants in the derivative proceeding or against whom action is demanded;
(2) The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or
(3) The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.
(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 XI - Derivative Proceedings › § 29–411.06. Discontinuance or settlement

§ 29–411.06. Discontinuance or settlement.
A derivative proceeding shall not be discontinued or settled without the Superior Court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the members or a class of members of the nonprofit corporation, the court shall direct that notice be given to the members affected.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-411.08.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XI - Derivative Proceedings › § 29–411.07. Security for costs; payment of expenses

§ 29–411.07. Security for costs; payment of expenses.
(a) In any derivative proceeding brought under § 29-411.02(a), the nonprofit corporation shall be entitled at any stage of the proceeding to seek an order requiring the plaintiffs to give security for reasonable expenses, including attorney fees and expenses, that may be incurred by the corporation in connection with the proceeding, to which security the corporation may have recourse in such amount as the Superior Court determines upon termination of the proceeding. The amount of security may be increased or decreased in the discretion of the court upon a showing that the security provided has or may become inadequate or excessive. Security may be denied or limited in the discretion of the court upon a preliminary showing, by application and upon such types of proof as may be required by the court, establishing prima facie that the requirement of full or partial security would impose undue hardship on plaintiffs and serious injustice would result.
(b) On termination of the derivative proceeding the Superior Court may order:
(1) The nonprofit corporation to pay the plaintiff’s reasonable expenses, including attorneys’ fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;
(2) The plaintiff to pay any defendant’s reasonable expenses, including attorneys’ fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
(3) A party to pay an opposing party’s reasonable expenses, including attorneys’ fees, incurred because of the filing of a pleading, motion, or other paper, if it finds that the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-411.08.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XI - Derivative Proceedings › § 29–411.08. Applicability to foreign corporations

§ 29–411.08. Applicability to foreign corporations.
In any derivative proceeding in the right of a foreign nonprofit corporation, the matters covered by this subchapter shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation, except for §§ 29-411.04, 29-411.06, and 29-411.07.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-411.01.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XI - Derivative Proceedings › § 29–411.09. Notice to Attorney General

§ 29–411.09. Notice to Attorney General.
The plaintiff in a derivative proceeding shall notify the Attorney General for the District of Columbia within 10 days after commencing the proceeding if it involves a charitable corporation.
(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 XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.01. Dissolution by incorporators or directors

§ 29–412.01. Dissolution by incorporators or directors.
A majority of the incorporators or directors of a nonprofit corporation that has not commenced activity, or of a membership corporation that has not admitted any members, may dissolve the corporation by delivering to the Mayor for filing articles of dissolution that set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3)(A) That the corporation has not commenced activity; or
(B) That the corporation is a membership corporation and has not admitted any members;
(4) That no debt of the corporation remains unpaid;
(5) That, except as otherwise provided in the articles of incorporation or bylaws, the net assets of the corporation remaining after winding up have been distributed to the members, if members were admitted; and
(6) That a majority of the incorporators or directors authorized the dissolution.
(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 XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.02. Approval of dissolution

§ 29–412.02. Approval of dissolution.
(a) The board of directors of a membership corporation may propose dissolution for submission to the members.
(b) For a proposal to dissolve to be adopted:
(1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and
(2) The members entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposal for dissolution on any basis.
(d) The nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the proposed meeting of members. The notice shall also state:
(1) That the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation; and
(2) How the assets of the corporation will be distributed after all creditors have been paid or how the distribution of assets will be determined.
(e) Unless the articles of incorporation, the bylaws, or the board of directors acting pursuant to subsection (c) of this section, requires a greater vote or a greater number of members to be present, the adoption of the proposal to dissolve by the members shall require the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the proposal, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.
(f) If the nonprofit corporation does not have any members entitled to vote on its dissolution, a proposal to dissolve shall be adopted by the corporation when it has been adopted by the board of directors.
(g) A charitable corporation shall give the Attorney General for the District of Columbia notice in the form of a record that it intends to dissolve before the time it delivers articles of dissolution to the Mayor. Notice to the Attorney General under this section shall not delay or otherwise affect the dissolution process.
(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 XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.03. Articles of dissolution

§ 29–412.03. Articles of dissolution.
(a) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the Mayor for filing articles of dissolution setting forth:
(1) The name of the corporation;
(2) The date dissolution was authorized; and
(3) That the dissolution was approved in the manner required by this chapter and by the articles of incorporation and bylaws.
(b) A nonprofit corporation shall be dissolved upon the effective date of its articles of dissolution.
(c) For purposes of this part, the term “dissolved corporation” means a nonprofit corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
(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 XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.04. Revocation of dissolution

§ 29–412.04. Revocation of dissolution.
(a) A nonprofit corporation may revoke its dissolution within 120 days of its effective date.
(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members.
(c) After the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the Mayor for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized; and
(4) That the revocation of dissolution was approved in the manner required by this chapter and by the articles of incorporation and bylaws.
(d) Revocation of dissolution shall be effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the nonprofit corporation resumes carrying on its activities as if dissolution had never occurred.
(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 XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.05. Effect of dissolution

§ 29–412.05. Effect of dissolution.
(a) A dissolved nonprofit corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(1) Collecting its assets;
(2) Disposing of its properties that will not be distributed in kind;
(3) Discharging or making provision for discharging its liabilities;
(4) Distributing its remaining property as required by law and its articles of incorporation and bylaws, and otherwise as approved when the dissolution was approved or among the members per capita; and
(5) Doing every other act necessary to wind up and liquidate its activities and affairs.
(b) Dissolution of a nonprofit corporation shall not:
(1) Transfer title to the corporation’s property;
(2) Subject its directors, members of a designated body, or officers to standards of conduct different from those prescribed in subchapter VI of this chapter;
(3) Change:
(A) Quorum or voting requirements for its board of directors or members;
(B) Provisions for selection, resignation, or removal of its directors or officers, or both;
(C) Provisions for amending its bylaws;
(4) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6) Terminate the authority of the registered agent of the corporation.
(c) Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by the dissolution of a nonprofit corporation unless and until the corporation obtains an order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets.
(d) A person that is a member or otherwise affiliated with a charitable corporation shall not receive a direct or indirect financial benefit in connection with the dissolution of the corporation unless the person is a charitable corporation or an unincorporated entity that has a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-412.23.