Title 29 — Business Organizations. [Enacted title]

(a) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale shall transfer title to the association upon delivery or at any other specific time expressly provided by the contract. (b) A marketing contract may…

The initial duration of a marketing contract shall not exceed 10 years, but the contract may be self-renewing for additional periods not exceeding 5 years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by giv…

(a) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation…

(a) A limited cooperative association shall have a board of directors of at least 3 individuals, unless the association has fewer than 3 members. If the association has fewer than 3 members, the number of directors shall not be fewer than the number of members. (b) The affairs of…

A debt, obligation, or other liability of a limited cooperative association shall be solely that of the association and shall not be a debt, obligation, or liability of a director solely by reason of being a director. An individual shall not be personally liable, directly or indi…

(a) Unless the organic rules otherwise provide, and subject to subsection (c) of this section, each director of a limited cooperative association shall be an individual who is a member of the association or an individual who is designated by a member that is not an individual for…

(a) Unless the organic rules require a greater number: (1) The number of directors that shall be patron members may not be fewer than: (A) One, if there are 2 or 3 directors; (B) Two, if there are 4 or 5 directors; (C) Three if there are 6 through 8 directors; or (D) One-third of…

(a) Unless the organic rules otherwise provide, and subject to subsections (c) and (d) and § 29-1003.03(c), the term of a director shall expire at the annual members meeting following the director’s election or appointment. The term of a director shall not exceed 3 years. (b) Unl…

A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation shall be effective when the notice is received by the association.

Unless the organic rules otherwise provide, the following rules shall apply: (1) Members may remove a director with or without cause. (2) A member or members holding at least 10% of the total voting power entitled to be voted in the election of a director may demand removal of th…

(a) A board of directors may suspend a director if, considering the director’s course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in: (1) Fraud…

(a) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled: (1) Within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to fill the vacancy; and (2) …

Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under § 29-1008.17(a).

(a) A board of directors shall meet at least annually and may hold meetings inside or outside the District. (b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication …

(a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action. (b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any …

(a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings shall not be required. (b) Unless the organic rules otherwise provide, notice o…

(a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (b) Unless the organic rules otherwise provide, a director’s participation in a meeting shall be a wai…

(a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules shall constitute a quorum for a meeting of the directors. (b) If a quorum of the board of directors is present at the beginning of a me…

(a) Each director shall have one vote for purposes of decisions made by the board of directors. (b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting shall be required for action by the board of directors.

(a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee. (b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited coopera…

Except as otherwise provided in § 29-1008.20: (1) The discharge of the duties of a director or member of a committee of the board of directors shall be governed by the law applicable to directors of entities organized under Chapter 3 of this title; and (2) The liability of a dire…

(a) The law applicable to conflicts of interest between a director of an entity organized under Chapter 3 of this title shall govern conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors. (b) A director s…

Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long and short term interest of the association …

A director or a member of a committee appointed under § 29-1008.17 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if t…

(a) A limited cooperative association shall have the officers: (1) Provided in the organic rules; or (2) Established by the board of directors in a manner not inconsistent with the organic rules. (b) The organic rules may designate or, if the rules do not designate, the board of …

(a) The board of directors may remove an officer at any time with or without cause. (b) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation shall be effec…

(a) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association shall be governed by Chapter 3 of this title. (b)…

The organic rules shall establish the amount, manner, or method of determining any contribution requirements for members or shall authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.

(a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promissory…

(a) Except as otherwise provided in the agreement, the following rules shall apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association: (1) The agreement shall be irrevocable for 6 months after the agree…

(a) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise …

(a) Unless the organic rules otherwise provide and subject to § 29-1010.07, the board of directors may authorize, and the limited cooperative association may make, distributions to members. (b) Unless the organic rules otherwise provide, distributions to members may be made in an…

Property distributed to a member by a limited cooperative association, other than money, maybe redeemed or repurchased as provided in the organic rules, but a redemption or repurchase shall not be made without authorization by the board of directors. The board may withhold author…

(a) A limited cooperative association shall not make a distribution, including a distribution under § 29-1012.07 if, after the distribution: (1) The association would not be able to pay its debts as they become due in the ordinary course of the association’s activities and affair…

(a) Except as otherwise provided in subsection (b) of this section, if a director of a limited cooperative association consents to a distribution made in violation of § 29-1010.07 and in consenting to the distribution fails to comply with § 29-1008.18, the director is personally …

(a) A person has the power to dissociate as a member at any time. (b) A member’s dissociation from a limited cooperative association shall be wrongful only if the dissociation: (1) Breaches an express provision of the organic rules; or (2) Occurs before the termination of the lim…

(a) Upon a member’s dissociation: (1) The person’s right to participate as a member in the management and conduct of the association’s activities and affairs terminates; and (2) Subject to § 29-1011.03, subchapter XV of this chapter, and Chapter 2 of this title, any financial rig…

Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies or is expelled by reason of being adjudged incompetent, the member’s personal representative or other legal representative may exercise the rights of a transferee of the member’…

A limited cooperative association shall be dissolved only as provided in this subchapter and, upon dissolution, wind up in accordance with this subchapter.

Except as otherwise provided in §§ 29-1012.03 and 29-106.02, a limited cooperative association is dissolved and its activities shall be wound up: (1) Upon the occurrence of an event or at a time specified in the articles of organization; (2) Upon the action of the association’s o…

The Superior Court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable in a proceeding initiated by: (1) The Attorney General for the District of Columbia, if the association: (A) Obtained its articles of or…

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.

(a) Except as otherwise provided in § 29-1012.04, for a limited cooperative association to voluntarily dissolve: (1) A resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules; (2) The board…

(a) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in § 29-1012.07, continue after dissolution only for the purpose of winding up. (b) In winding up a limited cooperative association’s activities, the board of director…

(a) In winding up a limited cooperative association’s activities and affairs, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay, in money, the net amount …

(a) Subject to subsection (d) of this section, a dissolved limited cooperative association may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section. (b) A dissolved limited cooperative association may n…

(a) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice. (b) A notice under subsection (a) of this section shall: (1) Be published at least once i…

(a) Upon application by a dissolved limited cooperative association that has published a notice under § 29-1012.09, the Superior Court may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been mad…

(a) A limited cooperative association that has dissolved or is about to dissolve may deliver to the Mayor for filing a statement of dissolution that states: (1) The name of the association; (2) The date the association dissolved or will dissolve; and (3) Any other information the…

(a) A dissolved limited cooperative association that has completed winding up may deliver to the Mayor for filing a statement of termination that states: (1) The name of the association; (2) The date of filing of its initial articles of organization; and (3) That the association …