District of Columbia Code
Part B - Amendment of Bylaws
§ 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.)
This section is referenced in § 29-408.20.

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