Bylaw amendments requiring member approval

D.C. Code § 29-408.22 — under Amendment of Bylaws..

D.C. Code § 29-408.22

(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.