District of Columbia Code
Title 29 - Business Organizations. [Enacted title]
Chapter 4 - Nonprofit Corporations

§ 29–404.01. No requirement of members; other persons designated by articles of incorporation or bylaws - (a) A nonprofit corporation shall not be required to have...

§ 29–404.02. Admission - (a) The articles of incorporation or bylaws of a membership...

§ 29–404.03. Consideration - Except as otherwise provided in its articles of incorporation or...

Part B - Rights and Obligations of Members

§ 29–404.10. Differences in rights and obligations of members - Except as otherwise provided in the articles of incorporation or...

§ 29–404.11. Transfers - (a) Except as otherwise provided in the articles of incorporation...

§ 29–404.12. Member’s liability to third parties - A member of a membership corporation shall not be as...

§ 29–404.13. Member’s liability for dues, assessments, and fees - (a) A membership corporation may levy dues, assessments, and fees...

§ 29–404.14. Creditor’s action against member - (a) A proceeding shall not be brought by a creditor...

Part C - Resignation and Termination

§ 29–404.20. Resignation - (a) A member of a membership corporation may resign at...

§ 29–404.21. Termination and suspension - (a) A membership in a membership corporation may be terminated...

§ 29–404.22. Purchase of memberships - Except as otherwise provided in the articles of incorporation or...

Part D - Delegates

§ 29–404.30. Delegates - (a) A membership corporation may provide in its articles of...

Part E - Financial Provisions

§ 29–404.40. Distributions prohibited - (a) Except as permitted under § 29-404.22 or § 29-404.41,...

§ 29–404.41. Compensation and other permitted payments - (a) A nonprofit corporation may pay reasonable compensation or reimburse...

§ 29–404.42. Debt and security interests - (a) A nonprofit corporation shall not issue bonds or other...

§ 29–404.43. Private foundations - (a) Except as otherwise provided in subsection (b) of this...

Subchapter V - Member Meetings

Part A - Procedures

§ 29–405.01. Annual and regular meetings - (a) A membership corporation shall hold a meeting of members...

§ 29–405.02. Special meeting - (a) A membership corporation shall hold a special meeting of...

§ 29–405.03. Court-ordered meeting - (a) The Superior Court may summarily order a meeting to...

§ 29–405.04. Action without meeting - (a) Except as otherwise provided in the articles of incorporation...

§ 29–405.05. Notice of meeting - (a) A membership corporation shall give notice to the members...

§ 29–405.06. Waiver of notice - (a) A member may waive any notice required by this...

§ 29–405.07. Record date - (a) The articles of incorporation or bylaws may fix or...

§ 29–405.08. Conduct of meeting - (a) At each meeting of members, an individual shall preside...

§ 29–405.09. Action by ballot - (a) Except as otherwise restricted by the articles of incorporation...

Part B - Voting

§ 29–405.20. Members list for meeting - (a) After fixing a record date for a meeting, a...

§ 29–405.21. Voting entitlement of members - Except as otherwise provided in the articles of incorporation or...

§ 29–405.22. Proxies - (a) Except as otherwise provided in the articles of incorporation...

§ 29–405.23. Acceptance of votes - (a) If the name signed on a ballot, consent, waiver,...

§ 29–405.24. Quorum and voting requirements for voting groups - (a) Members entitled to vote as a separate voting group...

§ 29–405.25. Action by single and multiple voting groups - (a) If this chapter, the articles of incorporation, or the...

§ 29–405.26. Different quorum or voting requirements - (a) The articles of incorporation or bylaws may provide for...

§ 29–405.27. Voting for directors - (a) Except as otherwise provided in the articles of incorporation...

§ 29–405.28. Inspectors of election - (a) A membership corporation may appoint one or more inspectors...

Part C - Voting Agreements

§ 29–405.40. Voting agreements - (a) Two or more members may provide for the manner...

Subchapter VI - Directors, Officers, and Employees

Part A - Board of Directors

§ 29–406.01. Requirement for and functions of board of directors - (a) A nonprofit corporation shall have a board of directors....

§ 29–406.02. Qualifications of directors - A director of a nonprofit corporation shall be an individual....

§ 29–406.03. Number of directors - (a) A board of directors shall consist of 3 or...

§ 29–406.04. Selection of directors - (a) The directors of a membership corporation, other than any...

§ 29–406.05. Terms of directors generally - (a) The articles of incorporation or bylaws may specify the...

§ 29–406.06. Staggered terms for directors - The articles of incorporation or bylaws may provide for staggering...

§ 29–406.07. Resignation of directors - (a) A director may resign at any time by delivering...

§ 29–406.08. Removal of directors by members or other persons - (a) Removal of directors of a membership corporation shall be...

§ 29–406.09. Removal of directors by judicial proceeding - (a) The Superior Court may remove a director from office...

§ 29–406.10. Vacancy on board - (a) Except as otherwise provided in subsection (b) of this...

§ 29–406.11. Compensation of directors - Unless the articles of incorporation or bylaws provide otherwise, the...

§ 29–406.12. Designated body - (a) Some, but less than all, of the powers, authority,...

Part B - Meetings and Action of the Board

§ 29–406.20. Meetings - (a) The board of directors may hold regular or special...

§ 29–406.21. Action without meeting - (a) Except to the extent that the articles of incorporation...

§ 29–406.22. Call and notice of meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 29–406.23. Waiver of notice - (a) A director may waive any notice required by this...

§ 29–406.24. Quorum and voting - (a) Except as otherwise provided in subsection (b) of this...

§ 29–406.25. Board and advisory committees - (a) Unless this chapter, the articles of incorporation, or the...

Part C - Directors

§ 29–406.30. Standards of conduct for directors - (a) Each member of the board of directors, when discharging...

§ 29–406.31. Standards of liability for directors - (a) A director shall not be liable to the nonprofit...

§ 29–406.32. Loans to or guarantees for directors and officers - (a) A nonprofit corporation shall not lend money to or...

§ 29–406.33. Directors’ liability for unlawful distributions - (a) A director who votes for or assents to a...

Part D - Officers

§ 29–406.40. Officers - (a) The officers of a nonprofit corporation shall be the...

§ 29–406.41. Duties of officers - Each officer has the authority and shall perform the duties...

§ 29–406.42. Standards of conduct for officers - (a) An officer with discretionary authority shall discharge his or...

§ 29–406.43. Resignation and removal of officers - (a) An officer may resign at any time by delivering...

§ 29–406.44. Contract rights of officers - (a) The appointment of an officer shall not itself create...

Part E - Indemnification and Advance for Expenses

§ 29–406.50. Definitions - For the purposes of this part, the term: (1) “Corporation”...

§ 29–406.51. Permissible indemnification - (a) Except as otherwise provided in this section, a nonprofit...

§ 29–406.52. Mandatory indemnification - A nonprofit corporation shall indemnify a director or officer to...

§ 29–406.53. Advance for expenses - (a) A nonprofit corporation may, before final disposition of a...

§ 29–406.54. Court-ordered indemnification and advance for expenses - (a) A director who is a party to a proceeding...

§ 29–406.55. Determination and authorization of indemnification - (a) A nonprofit corporation shall not indemnify a director under...

§ 29–406.56. Indemnification of officers - (a) A nonprofit corporation may indemnify and advance expenses under...

§ 29–406.57. Insurance - A nonprofit corporation may purchase insurance on behalf of an...

§ 29–406.58. Variation of indemnification - (a) A nonprofit corporation may, by a provision in its...

Part F - Conflicting Interest Transactions

§ 29–406.70. Conflicting interest transactions; voidability - (a) A contract or transaction between a nonprofit corporation and...

Part G - Business Opportunities

§ 29–406.80. Business opportunities - (a) The taking advantage, directly or indirectly, by a director...

Part H - Limitations on Liability of Volunteers and Employees

§ 29–406.90. Immunity from civil liability for volunteer of corporation - (a) For the purposes of this section, the term “volunteer”...

§ 29–406.91. Limited liability for employee of corporation - (a) For the purposes of this section, the term “employee”...

Subchapter VII - Domestication

§ 29–407.01. Definitions - For the purposes of this subchapter, the term: (1) “Domesticated...

§ 29–407.02. Domestication - (a) A foreign nonprofit corporation may become a domestic nonprofit...

§ 29–407.03. Action on plan of domestication - In the case of a domestication of a domestic nonprofit...

§ 29–407.04. Articles of domestication - (a) Articles of domestication shall be signed on behalf of...

§ 29–407.05. Effect of domestication - (a) When a domestication becomes effective: (1) The title to...

§ 29–407.06. Abandonment of a domestication - (a) Unless otherwise provided in a plan of domestication of...

Subchapter VIII - Amendment of Articles of Incorporation and Bylaws

Part A - Amendment of Articles of Incorporation

§ 29–408.01. Authority to amend - A nonprofit corporation may amend its articles of incorporation at...

§ 29–408.02. Amendment before issuance of memberships - If a membership corporation has not yet issued memberships, its...

§ 29–408.03. Amendment of articles of membership corporation - (a) An amendment to the articles of incorporation of a...

§ 29–408.04. Voting on amendments by voting groups - (a) Except as otherwise provided in the articles of incorporation...

§ 29–408.05. Amendment of articles of nonmembership corporation - Except as otherwise provided in the articles of incorporation, the...

§ 29–408.06. Articles of amendment - After an amendment to the articles of incorporation has been...

§ 29–408.07. Restated articles of incorporation - (a) The board of directors of a nonprofit corporation may...

§ 29–408.08. Amendment pursuant to reorganization - (a) A nonprofit corporation’s articles of incorporation may be amended...

§ 29–408.09. Effect of articles amendment - (a) Except as otherwise provided in subsections (b), (c), and...

Part B - Amendment of Bylaws

§ 29–408.20. Amendment by board of directors or members - (a) Except as otherwise provided in the articles of incorporation...

§ 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...

§ 29–408.22. Bylaw amendments requiring member approval - (a) Except as otherwise provided in the articles of incorporation...

§ 29–408.23. Effect of bylaw amendment - (a) Property held in trust by a nonprofit corporation or...

Part C - Special Rights

§ 29–408.40. Approval by third persons - (a) The articles of incorporation may require that an amendment...

Subchapter IX - Mergers and Membership Exchanges

§ 29–409.01. Preliminary provisions and restrictions - (a) For the purposes of this subchapter, the term: (1)...

§ 29–409.02. Merger - (a) One or more domestic nonprofit corporations may merge with...

§ 29–409.03. Membership exchange - (a) Through a membership exchange: (1) A domestic nonprofit corporation...

§ 29–409.04. Action on a plan of merger or membership exchange - In the case of a nonprofit corporation that is a...

§ 29–409.05. Merger with controlled corporation or between controlled corporations - (a) A domestic or foreign entity that holds a membership...

§ 29–409.06. Articles of merger or membership exchange - (a) After a plan of merger or membership exchange has...

§ 29–409.07. Effect of merger or membership exchange - (a) Subject to § 29-409.01(b), (c), and (d), when a...

§ 29–409.08. Abandonment of a merger or membership exchange - (a) Unless otherwise provided in a plan of merger or...

Subchapter X - Disposition of Assets

§ 29–410.01. Disposition of assets not requiring member approval - Approval of the members of a nonprofit corporation shall not...

§ 29–410.02. Member approval of certain dispositions - (a) Except as otherwise provided in the articles of incorporation...

§ 29–410.03. Restrictions on dispositions of assets - (a) Property held in trust or otherwise dedicated to a...

Subchapter XI - Derivative Proceedings

§ 29–411.01. Definition - For the purposes of this subchapter, the term “derivative proceeding”...

§ 29–411.02. Standing - (a) A derivative proceeding may be brought in the Superior...

§ 29–411.03. Demand - A person shall not commence a derivative proceeding until: (1)...

§ 29–411.04. Stay of proceedings - If the nonprofit corporation commences an inquiry into the allegations...

§ 29–411.05. Dismissal - (a) The Superior Court shall dismiss a derivative proceeding on...

§ 29–411.06. Discontinuance or settlement - A derivative proceeding shall not be discontinued or settled without...

§ 29–411.07. Security for costs; payment of expenses - (a) In any derivative proceeding brought under § 29-411.02(a), the...

§ 29–411.08. Applicability to foreign corporations - In any derivative proceeding in the right of a foreign...

§ 29–411.09. Notice to Attorney General - The plaintiff in a derivative proceeding shall notify the Attorney...

Subchapter XII - Dissolution

Part A - Voluntary Dissolution

§ 29–412.01. Dissolution by incorporators or directors - A majority of the incorporators or directors of a nonprofit...

§ 29–412.02. Approval of dissolution - (a) The board of directors of a membership corporation may...

§ 29–412.03. Articles of dissolution - (a) At any time after dissolution is authorized, the nonprofit...

§ 29–412.04. Revocation of dissolution - (a) A nonprofit corporation may revoke its dissolution within 120...

§ 29–412.05. Effect of dissolution - (a) A dissolved nonprofit corporation continues its corporate existence but...

§ 29–412.06. Known claims against dissolved corporation - (a) A dissolved nonprofit corporation may dispose of the known...

§ 29–412.07. Other claims against dissolved corporation - (a) A dissolved nonprofit corporation may publish notice of its...

§ 29–412.08. Court proceedings - (a) A dissolved nonprofit corporation that has published a notice...

§ 29–412.09. Directors’ duties - (a) Directors shall cause the dissolved nonprofit corporation to discharge...

Part B - Judicial Dissolution or Other Equitable Relief

§ 29–412.20. Grounds for judicial dissolution or other equitable relief - (a) The Superior Court may dissolve a nonprofit corporation, place...

§ 29–412.21. Procedure for judicial dissolution - (a) It shall not be necessary to make directors or...

§ 29–412.22. Receivership or custodianship - (a) The Superior Court in a judicial proceeding brought to...

§ 29–412.23. Decree of dissolution - (a) If, after a hearing, the Superior Court determines that...

Part C - Miscellaneous

§ 29–412.30. Deposit with Mayor - Assets of a dissolved nonprofit corporation that should be transferred...

Subchapter XIII - Records and Reports

Part A - Records

§ 29–413.01. Corporate records - (a) A nonprofit corporation shall keep as permanent records minutes...

§ 29–413.02. Inspection of records by members - (a) Subject to § 29-413.07, a member of a nonprofit...

§ 29–413.03. Scope of inspection right - (a) A member’s agent or attorney shall have the same...

§ 29–413.04. Court-ordered inspection - (a) If a nonprofit corporation does not allow a member...

§ 29–413.05. Inspection of records by directors - (a) A director of a nonprofit corporation shall be entitled...

§ 29–413.06. Exception to notice requirement - (a) Whenever notice would otherwise be required to be given...

§ 29–413.07. Limitations on use of membership list - (a) Without consent of the board of directors, a membership...

Part B - Reports

§ 29–413.20. Financial statements for members - (a) Upon a demand in the form of a record...

Subchapter XIV - Transition Provisions

§ 29–414.01. Application to existing domestic corporations - Except as otherwise provided by § 29-107.01, this chapter shall...

§ 29–414.02. Application to registered foreign corporations - A foreign nonprofit corporation authorized to do business in the...

§ 29–414.03. Entitlement to cumulate votes - Members of a nonprofit corporation that were entitled to cumulate...

§ 29–414.04. Quorum requirement for existing nonprofit corporations - With respect to a nonprofit corporation that was in existence...

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District of Columbia Code Title 29 - Business Organizations. [Enacted title] Chapter 4 - Nonprofit Corporations

District of Columbia Code
Title 29 - Business Organizations. [Enacted title]
Chapter 4 - Nonprofit Corporations