reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.03. Action on plan of merger by constituent company

§ 29–809.03. Action on plan of merger by constituent company.
(a) A plan of merger shall be consented to by all the members of a constituent company.
(b) Subject to any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the Mayor for filing under § 29-809.04, a constituent company may amend the plan or abandon the merger:
(1) As provided in the plan; or
(2) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-809.02.
Editor's Notes
Uniform Law: This section is based on § 1003 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.04. Filings required for merger; effective date

§ 29–809.04. Filings required for merger; effective date.
(a) After each constituent company has approved a merger, articles of merger shall be signed on behalf of each constituent company, as provided in § 29-802.03(a).
(b) Articles of merger under this section shall include:
(1) The name of each constituent company and the jurisdiction of its governing statute;
(2) The name of the surviving company, the jurisdiction of its governing statute, and, if the surviving company is created by the merger, a statement to that effect;
(3) The date the merger is effective under the governing statute of the surviving company;
(4) If the surviving company is to be created by the merger, the company’s certificate of organization;
(5) If the surviving company preexists the merger, any amendments provided for in the plan of merger for its certificate of organization;
(6) A statement as to each constituent company that the merger was approved as required by the company’s governing statute;
(7) If the surviving company is a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.05(b); and
(8) Any additional information required by the governing statute of any constituent company.
(c) Each constituent company shall deliver the articles of merger for filing with the Mayor.
(d) A merger shall be effective under this chapter upon the later of:
(1) Compliance with subsection (c) of this section; or
(2) Subject to § 29-802.05(c) and subchapter II of Chapter 2 of this title, 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 § 29-809.03.
Editor's Notes
Uniform Law: This section is based on § 1004 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.05. Effect of merger

§ 29–809.05. Effect of merger.
(a) When a merger becomes effective:
(1) The surviving company shall continue or come into existence;
(2) Each constituent company that merges into the surviving company shall cease to exist as a separate entity;
(3) All property owned by each constituent company that ceases to exist shall vest in the surviving company;
(4) All debts, obligations, or other liabilities of each constituent company that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving company;
(5) An action or proceeding pending by or against any constituent company that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent company that ceases to exist shall vest in the surviving company;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and
(8) Except as otherwise agreed, if a constituent company ceases to exist, the merger shall not dissolve the limited liability company for the purposes of subchapter VII of this chapter;
(9) If the surviving company is created by the merger, the certificate of organization shall become effective; and
(10) If the surviving company preexisted the merger, any amendments provided for in the articles of merger for its certificate or organization shall become effective.
(b) A surviving company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by a constituent company, if before the merger the constituent company was subject to suit in the District on the debt, obligation, or other liability. A surviving company that is a foreign limited liability company and not authorized to do business in the District may be served with process for the purposes of enforcing a debt, obligation, or other liability under this subsection in the same manner and with the same consequences as in § 29-104.12.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-809.04.
Editor's Notes
Uniform Law: This section is based on § 1005 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.06. Domestication

§ 29–809.06. Domestication.
(a) A foreign limited liability company may become a limited liability company pursuant to this section, §§ 29-809.07 through 29-809.09, and a plan of domestication, if:
(1) The foreign limited liability company’s governing statute authorizes the domestication;
(2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) The foreign limited liability company complies with its governing statute in effecting the domestication.
(b) A limited liability company may become a foreign limited liability company pursuant to this section, §§ 29-809.07 through 29-809.09, and a plan of domestication, if:
(1) The foreign limited liability company’s governing statute authorizes the domestication;
(2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) The foreign limited liability company complies with its governing statute in effecting the domestication.
(c) A plan of domestication shall be in a record and shall include:
(1) The name of the domesticating company before domestication and the jurisdiction of its governing statute;
(2) The name of the domesticated company after domestication and the jurisdiction of its governing statute;
(3) The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and
(4) The organizational documents of the domesticated company that are, or are proposed to be, in a record.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-809.01 and § 29-809.09.
Editor's Notes
Uniform Law: This section is based on § 1010 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.07. Action on plan of domestication by domesticating limited liability company

§ 29–809.07. Action on plan of domestication by domesticating limited liability company.
(a) A plan of domestication shall be consented to:
(1) By all the members if the domesticating company is a limited liability company; and
(2) As provided in the domesticating company’s governing statute, if the company is a foreign limited liability company.
(b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Mayor for filing under § 29-809.08, a domesticating limited liability company may amend the plan or abandon the domestication:
(1) As provided in the plan; or
(2) Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-809.06.
Editor's Notes
Uniform Law: This section is based on § 1011 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.08. Filings required for domestication; effective date

§ 29–809.08. Filings required for domestication; effective date.
(a) After a plan of domestication is approved, a domesticating company shall deliver to the Mayor for filing articles of domestication, which shall include:
(1) A statement, as the case may be, that the company has been domesticated from or into another jurisdiction;
(2) The name of the domesticating company and the jurisdiction of its governing statute;
(3) The name of the domesticated company and the jurisdiction of its governing statute;
(4) The date the domestication is effective under the governing statute of the domesticated company;
(5) If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter;
(6) If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and
(7) If the domesticated company was a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.09(b).
(b) A domestication shall be effective:
(1) When the certificate of organization takes effect, if the domesticated company is a limited liability company; and
(2) According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-809.07.
Editor's Notes
Uniform Law: This section is based on § 1012 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.09. Effect of domestication

§ 29–809.09. Effect of domestication.
(a) When a domestication takes effect:
(1) The domesticated company shall be for all purposes the company that existed before the domestication;
(2) All property owned by the domesticating company shall remain vested in the domesticated company;
(3) All debts, obligations, or other liabilities of the domesticating company shall continue as debts, obligations, or other liabilities of the domesticated company;
(4) An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;
(5) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company shall remain vested in the domesticated company;
(6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication shall take effect; and
(7) Except as otherwise agreed, the domestication shall not dissolve a domesticating limited liability company for the purposes of subchapter VII of this chapter.
(b) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in the District on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to do business in the District may be served with process as provided in § 29-404.12 for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Mayor under this subsection shall be made in the same manner and has the same consequences as in § 29-104.12.
(c) If a limited liability company has adopted and approved a plan of domestication under § 29-809.06 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate of organization shall be delivered to the Mayor for filing setting forth:
(1) The name of the company;
(2) A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3) A statement the domestication was approved as required by this chapter; and
(4) The jurisdiction of formation of the domesticated foreign limited liability company.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-809.08.
Editor's Notes
Uniform Law: This section is based on § 1013 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.10. Restrictions on approval of mergers and domestications

§ 29–809.10. Restrictions on approval of mergers and domestications.
(a) If a member of a constituent or domesticating limited liability company will have personal liability with respect to a surviving or domesticated organization, approval or amendment of a plan of merger or domestication shall be ineffective without the consent of the member, unless the:
(1) Company’s operating agreement provides for approval of a merger or domestication with the consent of fewer than all the members; and
(2) Member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-801.07.
Editor's Notes
Uniform Law: This section is based on § 1014 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.11. Subchapter not exclusive

§ 29–809.11. Subchapter not exclusive.
This subchapter shall not preclude a limited liability company 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 § 1015 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter X - Transition Provisions › § 29–810.01. Application to existing relationships

§ 29–810.01. Application to existing relationships.
(a) This chapter shall apply to a limited liability company formed after the applicability date of this chapter and to a limited liability company that elects, as provided by subsection (c) of this section, to be governed by this chapter.
(b) Subject to subsection (d) of this section, on and after one year after the applicability date of this chapter, this chapter shall govern all limited liability companies, whenever formed.
(c) Subject to subsection (d) of this section, after the applicability date of this chapter, a limited liability company voluntarily may elect, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
(d) For the purposes [of] applying this chapter to a limited liability company formed before the applicability date of this chapter:
(1) The company’s articles of organization shall be deemed to be the company’s certificate of organization; and
(2) For the purposes of applying § 29-801.02(10) and subject to § 29-801.09(d), language in the company’s articles of organization designating the company’s management structure operates as if that language were in the operating agreement.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-801.02.
Editor's Notes
Uniform Law: This section is based on § 1104 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–901. Short title

§ 29–901. Short title.
This chapter may be cited as the “General Cooperative Association Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 42-3401.03.
Cross References
Homestead housing preparation program, “condominium or unit owners association” defined, see § 42-2103.
Rental housing conversions and sales, “cooperative” and “Cooperative Act” defined, see § 42-3401.03.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–902. Definitions

§ 29–902. Definitions.
For the purposes of this chapter, the term:
(1) “Articles” means the articles of incorporation referred to in § 29-906.
(2) “Association” means a group enterprise incorporated under this chapter. An association shall be treated as a nonprofit corporation for purposes of taxation or securities regulation under the law of the District.
(3) “Cooperative basis” as applied to any incorporated or unincorporated group referred to in §§ 29-905(7), 29-913, 29-923, 29-935, and 29-936 means that:
(A) Each member has one vote only, except as may be altered in the articles or bylaws by provision for:
(i) Voting by member organizations; or
(ii) Allocation of votes in a cooperative housing association proportionate to the share of ownership in the association or on the basis of one vote for each unit;
(B) The maximum rate at which any return is paid on share or membership capital is limited to not more than 8% per annum; and
(C) The net savings after payment, if any, of this limited return on capital and after making provision for such separate funds as may be required or specifically permitted by statute, articles, or bylaws, or allocated or distributed to member patrons, or to all patrons, in proportion to their patronage, be retained by the enterprise, for the actual or potential expansion of its services or the reduction of its charges to the patrons or for other purposes not inconsistent with its nonprofit character.
(4) “Member” means a member in a nonshare association or share association.
(5) “Net savings” means the total income of an association minus the costs of operation.
(6) “Savings returns” means the amount returned to the patrons in proportion to their patronage or otherwise in accordance with § 29-931.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–903. Incorporators

§ 29–903. Incorporators.
Any 5 or more natural persons or 2 or more associations may incorporate in the District under this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-902.
1981 Ed., § 29-1102.
1973 Ed., § 29-802.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–904. Purposes for incorporation

§ 29–904. Purposes for incorporation.
An association may be incorporated under this chapter to engage in any one or more lawful mode or modes of acquiring, producing, building, operating, manufacturing, furnishing, exchanging, or distributing any type or types of property, commodities, goods, or services for the primary and mutual benefit of the patrons of the association, or their patrons, if any, as ultimate consumers.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-903.
1981 Ed., § 29-1103.
1973 Ed., § 29-803.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–905. Powers of association

§ 29–905. Powers of association.
An association shall have the capacity to act possessed by individuals and the authority to do anything required or permitted by this chapter. In addition, an association has the power to:
(1) Continue as a corporation for the time specified in its articles;
(2) Have a corporate seal and to alter the same at pleasure;
(3) Sue and be sued in its corporate name;
(4) Make bylaws for the government and regulation of its affairs;
(5) Acquire, own, hold, sell, lease, pledge, mortgage, or otherwise dispose of any property incident to its purposes and activities and affairs;
(6)(A) Own and hold:
(i) Membership in, and share capital, of other associations and any other corporations;
(ii) Any types of bonds or other obligations; and
(B) While the owner of the items set forth in subparagraph (A) of this paragraph, to exercise all the rights of ownership;
(7) Borrow money, contract debts, and make contracts, including agreements of mutual aid or federation with other associations, other groups organized on a cooperative basis, and other nonprofit groups;
(8) Conduct its affairs within or without the District;
(9) Exercise, in addition, any power granted to ordinary business corporations, except those powers inconsistent with this chapter; and
(10) Exercise all powers not inconsistent with this chapter which may be necessary, convenient, or expedient for the accomplishment of its purposes.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(2), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-904.
1981 Ed., § 29-1104.
1973 Ed., § 29-804.
Section References
This section is referenced in § 29-902.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (5).
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 9 - General Cooperative Associations › § 29–906. Articles of incorporation — Contents

§ 29–906. Articles of incorporation — Contents.
(a) Articles of incorporation shall be signed by each of the incorporators and acknowledged by at least 3 of them if individuals, and by the presidents and secretaries, if associations, before an officer authorized to take acknowledgments.
(b) Within the limitations of this chapter, the articles shall contain:
(1) A statement as to the purpose or purposes for which the association is formed;
(2) The name of the association;
(3) The term of existence of the association, which may be perpetual;
(4) The location and address of the principal office of the association;
(5) The information required by § 29-104.04;
(6) The names and addresses of the incorporators of the association;
(7) The names and addresses of the directors who will manage the affairs of the association for the first year, unless sooner changed by the members;
(8) A statement of whether the association is organized with or without shares, and the number of shares or memberships subscribed for;
(9) If organized with shares, a statement of the amount of authorized capital, the number and types of shares and the par value thereof (which may be placed at any figure), and the rights, preferences, and restrictions of each type of share;
(10)(A) The minimum number or value of shares which must be owned to qualify for membership; and
(B) If organized without shares, a statement of whether the property rights of members must be equal or unequal, and if unequal, the rule by which their rights shall be determined;
(11) The maximum amount or percentage of capital which may be owned or controlled by any member, including a statement of whether or not each member is limited to a single share, and whether such single shares are of various par values; and
(12) The method by which any surplus, upon dissolution of the association, is distributed, in conformity with the requirements of § 29-934 for division of the surplus.
(c) The articles may also contain any other provisions, not inconsistent with law or with this chapter, for the conduct of the association’s affairs.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-905.
1981 Ed., § 29-1105.
1973 Ed., § 29-805.
Section References
This section is referenced in § 29-101.06 and § 29-902.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–907. Articles of incorporation — Amendments; vote required for proposal and approval of amendments

§ 29–907. Articles of incorporation — Amendments; vote required for proposal and approval of amendments.
(a) Amendments to the articles may be proposed by a 2/3 vote of the board of directors or by petition of 10% of the association’s members. The secretary shall send notice of the meeting to consider an amendment at least 30 days in advance to each member at the member’s last known address, accompanied by the full text of the proposal and by that part of the articles to be amended. Two-thirds of the members voting may adopt the amendment and when verified by the president and secretary, it shall be filed and recorded with the Mayor within 30 days of its adoption, and a fee established by the Mayor by rule shall be paid.
(b) If the amendment is to alter the preferences of outstanding shares of any type, or to authorize the issuance of shares having preferences superior to outstanding shares of any type, the vote of 2/3 of the members owning such outstanding shares affected by the change shall also be required for the adoption of the amendment. If the amendment is to alter the rule by which members’ property rights in a nonshare association are determined, a vote of 2/3 of the entire membership shall be required.
(c) The amount of capital and the number and par value of shares may be diminished or increased by amendment of the articles, but the capital shall not be diminished below the amount of paid-up capital existing at the time of amendment.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-907.
1981 Ed., § 29-1107.
1973 Ed., § 29-807.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–908. Bylaws; adoption, amendment, or repeal

§ 29–908. Bylaws; adoption, amendment, or repeal.
Bylaws shall be adopted, amended, or repealed by at least a majority vote of the members voting.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-908.
1981 Ed., § 29-1108.
1973 Ed., § 29-808.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–909. Bylaws — Contents

§ 29–909. Bylaws — Contents.
The bylaws may, within the limitations of this chapter, provide for the:
(1) Method and terms of admission to membership and the disposal of members’ interests on cessation of membership for any reason;
(2) Time, place, and manner of calling and conducting meetings;
(3) Number or percentage of the members constituting a quorum;
(4)(A) Number, qualifications, powers, duties, term of office, and manner, time, and vote for election, of directors and officers; and
(B) Division or classification, if any, of directors to provide for rotating or overlapping terms;
(5) Compensation, if any, of the directors, and the number of directors necessary to constitute a quorum;
(6) Method of distributing the net savings; or
(7) Various discretionary provisions of this chapter as well as other provisions incident to the purposes and activities and affairs of the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(3), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-909.
1981 Ed., § 29-1109.
1973 Ed., § 29-809.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (7).
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 9 - General Cooperative Associations › § 29–911. Meetings; regular and special — Notice

§ 29–911. Meetings; regular and special — Notice.
The secretary shall give notice of the time and place of meetings by sending a notice thereof to each member at the member’s last known address not less than the number of days in advance of the meeting specified in the bylaws. In case of a special meeting, the notice shall specify the purpose for which the meeting is called. If authorized by the articles or bylaws, the notice may be sent by electronic mail in accordance with § 29-305.09.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(5), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-911.
1981 Ed., § 29-1111.
1973 Ed., § 29-811.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added the last sentence.
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 9 - General Cooperative Associations › § 29–912. Meetings; regular and special — Units of membership

§ 29–912. Meetings; regular and special — Units of membership.
The articles or bylaws may provide for the holding of meetings by units of the membership and may provide for a method of transmitting the votes there cast to the central meeting, or for a method of representation by the election of delegates to the central meeting, or for a combination of both of these methods. If authorized by the articles or the bylaws, members may participate in such meetings remotely in accordance with § 29-305.09.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(6), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-912.
1981 Ed., § 29-1112.
1973 Ed., § 29-812.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added the last sentence.
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 9 - General Cooperative Associations › § 29–913. Voting — Number permitted by each member

§ 29–913. Voting — Number permitted by each member.
(a) Each member of an association shall have only one vote, except as may be altered in the articles or bylaws for:
(1) Voting by member organizations; or
(2) Allocation of votes in a cooperative housing association proportionate to the share of ownership in the association or on the basis of one vote for each unit.
(b) A voting agreement or other device to evade the requirements of this section shall not be enforceable.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-913.
1981 Ed., § 29-1113.
1973 Ed., § 29-813.
Section References
This section is referenced in § 29-902 and § 29-925.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–914. Voting — Proxy prohibited

§ 29–914. Voting — Proxy prohibited.
A member shall not vote by proxy.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-914.
1981 Ed., § 29-1114.
1973 Ed., § 29-814.
Section References
This section is referenced in § 29-925.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–915. Voting — By mail or by electronic mail

§ 29–915. Voting — By mail or by electronic mail.
(a) The articles or bylaws may provide for either or both of the following types of voting by mail or by electronic mail in accordance with § 29-305.09[:]
(1) That the secretary shall send to the members a copy of any proposal scheduled to be offered at a meeting, together with the notice of the meeting, and that the mail votes or the electronic mail votes by the members shall be counted together with those cast at the meeting if the mail votes or the electronic mail votes are returned to the association within a specified number of days; and
(2) That the secretary shall send to any member absent from a meeting an exact copy of the proposal acted upon at the meeting, and that the mail vote or the electronic mail vote of the member upon such proposal, if returned within a specified number of days, shall be counted together with the votes cast at the meeting.
(b) The articles or bylaws may also determine whether and to what extent the mail votes or the electronic mail votes shall be counted in computing a quorum.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(7), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-915.
1981 Ed., § 29-1115.
1973 Ed., § 29-815.
Section References
This section is referenced in § 29-925.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added “or by electronic mail” at the end of the section heading; added “or by electronic mail in accordance with § 29-305.09” in the introductory language of (a); and added “or the electronic mail vote” and “or the electronic mail votes” throughout (a) and (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 9 - General Cooperative Associations › § 29–916. Voting provisions — Application to voting by mail or electronic mail

§ 29–916. Voting provisions — Application to voting by mail or electronic mail.
If the articles or bylaws have provided for voting by mail or by electronic mail, any provision of this chapter referring to votes cast by the members must be construed to include the votes cast by mail or by electronic mail.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(8), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-916.
1981 Ed., § 29-1116.
1973 Ed., § 29-816.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
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 9 - General Cooperative Associations › § 29–917. Voting provisions — Application to voting by delegates

§ 29–917. Voting provisions — Application to voting by delegates.
If an association has provided for voting by delegates, any provision of this chapter referring to votes cast by the members shall apply to votes cast by delegates, but this shall not permit delegates to vote by mail or electronic mail.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(9), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-917.
1981 Ed., § 29-1117.
1973 Ed., § 29-817.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added “or electronic mail” at the end of the section.
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 9 - General Cooperative Associations › § 29–918. Directors

§ 29–918. Directors.
(a) An association shall be managed by a board of not less than 5 directors, who are elected for a term fixed in the bylaws, not to exceed 3 years, by and from the members of the association and hold office until their successors are elected or until removed. The bylaws of an association that provides multi-family cooperative housing for low and moderate income individuals who are receiving assistance through one or more of the federal programs described in § 47-1002(20) may provide that one or more of the directors, but not a majority of the directors, may be appointed by a nonprofit sponsoring organization which helped create the association so as to maintain a continuing and stabilizing interest in its well-being; provided, that the sponsoring organization shall not appoint any directors after the association has been established for 10 years. The director or directors appointed by the sponsoring organization need not be members of the association. Vacancies in the board of directors, otherwise than by removal or expiration of term, shall be filled in such manner as the bylaws may provide.
(b) The bylaws may provide for a method of apportioning the number of directors among the units into which the association may be divided and for the election of directors by the respective units to which they are apportioned.
(c) An executive committee of the board of directors may be elected in such manner and with such powers and duties as the articles or bylaws may prescribe.
(d) Meetings of directors and of the executive committee may be held inside or outside the District.
(e) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(10), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-918.
1981 Ed., § 29-1118.
1973 Ed., § 29-818.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added (e).
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 9 - General Cooperative Associations › § 29–919. Officers

§ 29–919. Officers.
The officers of an association shall include a president, one or more vice-presidents, a secretary and a treasurer, or a secretary-treasurer. The officers shall be elected annually by the directors unless the bylaws otherwise provide. The president and at least one vice-president shall be directors, but no other officer need be a director.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(11), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-919.
1981 Ed., § 29-1119.
1973 Ed., § 29-819.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “shall include” for “include.”
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 9 - General Cooperative Associations › § 29–920. Removal of directors and officers; vote required for approval; vacancies

§ 29–920. Removal of directors and officers; vote required for approval; vacancies.
A director or officer may be removed, with or without cause, by a vote of 2 /3 of the members voting at a regular or special meeting. The director or officer involved shall have an opportunity to be heard in person or by counsel at the meeting. A vacancy caused by any such removal shall be filled by the vote provided in the bylaws for election of directors, if the bylaws provide for a means of electing or appointing officers that means.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(i)(12), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-920.
1981 Ed., § 29-1120.
1973 Ed., § 29-820.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
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 9 - General Cooperative Associations › § 29–921. Referendum on acts of directors

§ 29–921. Referendum on acts of directors.
The articles or bylaws may provide that, within a specified period of time, any action taken by the directors shall be referred to the members for approval or disapproval if demanded by petition of at least 10% of all the members or by vote of at least a majority of the directors; provided, that the rights of third parties which have vested between the time of such action and such referendum shall not be impaired thereby.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-921.
1981 Ed., § 29-1121.
1973 Ed., § 29-821.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–922. Limitations upon the return on capital

§ 29–922. Limitations upon the return on capital.
(a) The return upon capital shall not exceed 6% per annum upon the paid-up capital and shall be noncumulative.
(b) Total return upon capital distributed for any single period shall not exceed 50% of the net savings for that period.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-922.
1981 Ed., § 29-1122.
1973 Ed., § 29-822.
Section References
This section is referenced in § 29-931.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–923. Eligibility and admission to membership

§ 29–923. Eligibility and admission to membership.
Any individual, association, corporation, incorporated or unincorporated group organized on a cooperative basis, any nonprofit group, or other entity shall be eligible for membership in an association if it has met the qualifications for eligibility, if any, stated in the articles or bylaws and shall be deemed a member upon payment in full for the par value of the minimum amount of share or membership capital stated in the articles as necessary to qualify for membership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-923.
1981 Ed., § 29-1123.
1973 Ed., § 29-823.
Section References
This section is referenced in § 29-902.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–924. Subscribers

§ 29–924. Subscribers.
Any individual or group eligible for membership and legally obligated to purchase a share or shares of, or membership in, an association shall be deemed a subscriber. The articles or bylaws may determine whether, and the conditions under which, any voting rights or other rights of membership are granted to subscribers.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-924.
1981 Ed., § 29-1124.
1973 Ed., § 29-824.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–925. Share and membership certificates; issuance and contents

§ 29–925. Share and membership certificates; issuance and contents.
No certificate for share or membership capital shall be issued until the par value thereof has been paid for in full. A full or condensed statement of the requirements of §§ 29-913, 29-914, 29-915, and 29-927 shall be printed upon each certificate issued by an association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-925.
1981 Ed., § 29-1125.
1973 Ed., § 29-825.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–926. Transfer of shares and memberships; withdrawal

§ 29–926. Transfer of shares and memberships; withdrawal.
(a) If a member desires to withdraw from the association or dispose of any or all of the member’s holdings therein, the directors may purchase the holdings by paying the member the par value of any or all the holdings offered. The directors shall then reissue or cancel the holdings. A vote of the majority of the members voting at a regular or special meeting may order the directors to exercise this power to purchase.
(b) If the association fails, within 60 days of the original offer, to purchase all or any part of the holdings offered, the member may dispose of the unpurchased interest elsewhere, subject to the approval of the transferee by a majority vote of the directors. Any purported transferee not approved by the directors may appeal to the members at their first regular or special meeting thereafter and the action of the meeting shall be final. If the transferee is not approved, the directors shall exercise their power to purchase, if and when the purchase can be made without jeopardizing the solvency of the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-926.
1981 Ed., § 29-1126.
1973 Ed., § 29-826.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–927. Share and membership certificates — Recall

§ 29–927. Share and membership certificates — Recall.
The bylaws may give the directors the power to use the reserve funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership. The bylaws may also provide that if any member has failed to patronize the association during a period of time specified in the bylaws, the directors may use the reserve funds to recall all the member’s holdings and thereupon the member shall cease to be a member of the association. When so recalled, the certificates of share or membership capital shall be either reissued or canceled.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-927.
1981 Ed., § 29-1127.
1973 Ed., § 29-827.
Section References
This section is referenced in § 29-925.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–928. Share and membership certificates — Exemption for attachment, execution and garnishment

§ 29–928. Share and membership certificates — Exemption for attachment, execution and garnishment.
The holdings of any member of an association, to the extent of the minimum amount necessary for membership, but not to exceed $500, shall be exempt from attachment, execution, or garnishment for the debts of the owner. If any holdings in excess of this amount are subjected to such liability, the directors of the association may either admit the purchaser thereof to membership or may purchase from the purchaser the holdings at par value.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-928.
1981 Ed., § 29-1128.
1973 Ed., § 29-828.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 9 - General Cooperative Associations › § 29–929. Liability of members

§ 29–929. Liability of members.
Members shall not be jointly or severally liable for any debts of the association. A subscriber shall not be liable for any debts of the association, except to the extent of the unpaid amount on the shares or membership certificate subscribed by the subscriber. No subscriber is released from liability by reason of any assignment of his interest in the shares or membership certificate, but shall remain jointly and severally liable with the assignee until the shares or certificates are fully paid up.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-929.
1981 Ed., § 29-1129.
1973 Ed., § 29-829.