Title 29 — Business Organizations. [Enacted title]

This chapter may be cited as the “Uniform Limited Cooperative Association Act of 2010”.

For the purposes of this chapter, the term: (1) “Board of directors” means the board of directors of a limited cooperative association. (2) “Bylaws” means the bylaws of a limited cooperative association. The term “bylaws” shall include the bylaws as amended or restated. (3) “Cont…

(a) A limited cooperative association organized under this chapter shall be an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining: (1) Ownership,…

(a) A limited cooperative association shall be an entity distinct from its members. (b) A limited cooperative association may be organized for any lawful purpose, whether or not for profit. (c) Unless the articles of organization state a term for a limited cooperative association…

A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities affairs. An association may maintain an action against a member for harm caused to the association by the member’s violation of a duty to the…

The law of the District shall govern the: (1) Internal affairs of a limited cooperative association; and (2) Liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.

(a) This chapter shall not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a fore…

To the extent a limited cooperative association or activities conducted by the association in the District meet the material requirements for other cooperatives entitled to an exemption from or immunity under § 29-937, the association and its activities shall be entitled to the e…

(a) The relations between a limited cooperative association and its members shall be consensual. Unless required, limited, or prohibited by this chapter, the organic rules may provide for any matter concerning the relations among the members of the association and between the mem…

(a) Subject to subsection (b) of this section, a limited cooperative association shall maintain in a record available at its principal office: (1) A list containing the name, last known street address and, if different, mailing address, and term of office of each director and off…

Subject to §§ 29-1008.18 and 29-1008.19 and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and do other business with a limited cooperative association in the same manner as a person that is not a mem…

A person may have a patron member’s interest and an investor member’s interest. When such person acts as a patron member, the person shall be subject to this chapter and the organic rules governing patron members. When such person acts as an investor member, the person shall be s…

(a) For a limited cooperative association to approve an entity transaction under subchapter XV of this chapter or Chapter 2 of this title, a plan must be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of d…

A record delivered to the Mayor for filing pursuant to this chapter shall be signed as follows: (1) The initial articles of organization shall be signed by at least one organizer. (2) A statement of cancellation under § 29-1003.02(d) shall be signed by at least one organizer. (3)…

(a) If a person required by this chapter to sign or deliver a record to the Mayor for filing does not do so, any other person that is aggrieved may petition the Superior Court to order: (1) The person to sign the record; or (2) The person to deliver the record to the Mayor for fi…

If a record delivered to the Mayor for filing under this chapter and filed by the Mayor contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it …

A limited cooperative association shall be organized by one or more organizers.

(a) To form a limited cooperative association, an organizer of the association must deliver articles of organization to the Mayor for filing. The articles shall state: (1) The name of the association, which shall comply with §§ 29-103.01 and 29-103.02(h); (2) The purposes for whi…

(a) After a limited cooperative association is formed: (1) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organi…

(a) Bylaws shall be in a record and, if not stated in the articles of organization, shall include: (1) A statement of the capital structure of the limited cooperative association, including: (A) The classes or other types of members’ interests and relative rights, preferences, an…

(a) A limited cooperative association may amend its organic rules under this subchapter for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under § 29-1003.04. (b) Unless the organic rules otherwise provide, a member shall no…

(a) Except as otherwise provided in §§ 29-1004.01(a) and 29-1004.05(f), the organic rules of a limited cooperative association shall be amended only at a members meeting. An amendment may be proposed by either: (1) A majority of the board of directors, or a greater percentage if …

(a) A substantive change to a proposed amendment of the organic rules shall not be made at the members meeting at which a vote on the amendment occurs. (b) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on…

(a) This section shall apply if the organic rules provide for voting by district or class or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in § 29-10…

(a) Subject to § 29-1004.04 and subsections (c) and (d) of this section, an amendment to the articles of organization shall be approved by: (1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1004.02; and (2) If the limited cooperative a…

A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended…

(a) To amend its articles of organization, a limited cooperative association shall deliver to the Mayor for filing an amendment of the articles, restated articles of organization, or articles of merger pursuant to subchapter XV of this chapter, which contain one or more amendment…

To begin business, a limited cooperative association shall have at least 2 patron members unless the sole member is a cooperative.

(a) If a limited cooperative association is to have only one cooperative member upon formation, the cooperative becomes a member as agreed by that cooperative and the organizer of the limited cooperative association. That cooperative and the organizer may be, but need not be, dif…

(a) A member is not an agent of a limited cooperative association solely by reason of being a member. (b) A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited cooperative association because of the person’s co…

(a) A debt, obligation, or other liability of a limited cooperative association is solely the debt, obligation, or other liability of the limited cooperative association. A member or manager of the limited cooperative association is not personally liable, directly or indirectly, …

(a) On reasonable notice a member may inspect and copy, at the principal office or a reasonable location specified by the limited cooperative association, required information listed in § 29-1001.10(a)(1) through (8) during regular business hours. A member need not have any parti…

(a) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules. (b) An annual members meeting may be held inside or outside the District at the place stated in the organic rules or selected by the b…

(a) A special meeting of members shall be called only: (1) As provided in the organic rules; (2) By a majority vote of the board of directors on a proposal stating the purpose of the meeting; (3) By demand in a record signed by members holding at least 20% of the voting power of …

(a) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least 15, and not more than 60, days before the meeting. (b) Unless the articles of organization otherwise provide, notice of an annual members meeting need not inc…

(a) A member may waive notice of a members meeting before, during, or after the meeting. (b) A member’s participation in a members meeting shall be a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the mem…

Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting shall constitute a quorum.

Except as otherwise provided by § 29-1005.12(a), each patron member shall have one vote. The organic rules may allocate voting power among patron members as provided in § 29-1005.12(a).

(a) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following: (1) One member, one vote; (2) Use or patronage; (3) Equity; or (4) If a patron member is a cooperative, the number of its patron members. (b) The organic ru…

If the organic rules provide for investor members, each investor member shall have one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.

If a limited cooperative association has both patron and investor members, the following rules shall apply: (1) The total voting power of all patron members shall not be less than a majority of the entire voting power entitled to vote. (2) Action on any matter shall be approved o…

(a) Unless the organic rules otherwise provide, voting by a proxy at a members meeting shall be prohibited. This subsection shall not prohibit delegate voting based on district or class. (b) If voting by a proxy is permitted, a patron member shall appoint only another patron memb…

(a) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action. (b) Consent under subsection (a) of th…

(a) The organic rules may provide for the formation of geographic districts of patron members and: (1) For the conduct of patron member meetings by districts and the election of directors at the meetings; or (2) That districts may elect district delegates to represent and vote fo…

A member’s interest shall: (1) Be personal property; (2) Consist of: (A) Governance interests; (B) Financial rights; and (C) The right or obligation, if any, to do business with the limited cooperative association; and (3) May be in certificated or uncertificated form.

(a) Unless the organic rules establish investor members’ interests, a member’s interest shall be a patron member’s interest. (b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, t…

(a) The provisions of this chapter relating to the transferability of a member’s interest shall be subject to Subtitle I of Title 28. (b) Unless the organic rules otherwise provide, a member’s interest other than financial rights shall not be transferable. (c) Unless a transfer i…

(a) A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association. (b) Unless the organic rules otherwise provide, a member shall not create an enforceable security interest in the member’s governance interests in …

(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the financial rights of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in subsection (b) of this section, a charging order…

For the purposes of this subchapter, the term “marketing contract” means a contract between a limited cooperative association and another person, that need not be a patron member: (1) Requiring the other person to sell, or deliver for sale or marketing on the person’s behalf, a s…