Title 29 — Business Organizations. [Enacted title]

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

For the purposes of this chapter, the term: (1) “Articles” means the articles of incorporation referred to in § 29-906. (2) “Association” means a group enterprise incorporated under this chapter. An association shall be treated as a nonprofit corporation for purposes of taxation …

Any 5 or more natural persons or 2 or more associations may incorporate in the District under this chapter.

An association may be incorporated under this chapter to engage in any one or more lawful mode or modes of acquiring, producing, building, operating, manufacturing, furnishing, exchanging, or distributing any type or types of property, commodities, goods, or services for the prim…

An association shall have the capacity to act possessed by individuals and the authority to do anything required or permitted by this chapter. In addition, an association has the power to: (1) Continue as a corporation for the time specified in its articles; (2) Have a corporate …

(a) Articles of incorporation shall be signed by each of the incorporators and acknowledged by at least 3 of them if individuals, and by the presidents and secretaries, if associations, before an officer authorized to take acknowledgments. (b) Within the limitations of this chapt…

(a) Amendments to the articles may be proposed by a 2/3 vote of the board of directors or by petition of 10% of the association’s members. The secretary shall send notice of the meeting to consider an amendment at least 30 days in advance to each member at the member’s last known…

Bylaws shall be adopted, amended, or repealed by at least a majority vote of the members voting.

The bylaws may, within the limitations of this chapter, provide for the: (1) Method and terms of admission to membership and the disposal of members’ interests on cessation of membership for any reason; (2) Time, place, and manner of calling and conducting meetings; (3) Number or…

Regular meetings of members shall be held as prescribed in the bylaws, but shall be held at least once a year. Special meetings may be demanded by a majority vote of the directors or by written petition of at least 10% of the membership, in which case it shall be the duty of the …

The secretary shall give notice of the time and place of meetings by sending a notice thereof to each member at the member’s last known address not less than the number of days in advance of the meeting specified in the bylaws. In case of a special meeting, the notice shall speci…

The articles or bylaws may provide for the holding of meetings by units of the membership and may provide for a method of transmitting the votes there cast to the central meeting, or for a method of representation by the election of delegates to the central meeting, or for a comb…

(a) Each member of an association shall have only one vote, except as may be altered in the articles or bylaws for: (1) Voting by member organizations; or (2) Allocation of votes in a cooperative housing association proportionate to the share of ownership in the association or on…

A member shall not vote by proxy.

(a) The articles or bylaws may provide for either or both of the following types of voting by mail or by electronic mail in accordance with § 29-305.09[:] (1) That the secretary shall send to the members a copy of any proposal scheduled to be offered at a meeting, together with t…

If the articles or bylaws have provided for voting by mail or by electronic mail, any provision of this chapter referring to votes cast by the members must be construed to include the votes cast by mail or by electronic mail.

If an association has provided for voting by delegates, any provision of this chapter referring to votes cast by the members shall apply to votes cast by delegates, but this shall not permit delegates to vote by mail or electronic mail.

(a) An association shall be managed by a board of not less than 5 directors, who are elected for a term fixed in the bylaws, not to exceed 3 years, by and from the members of the association and hold office until their successors are elected or until removed. The bylaws of an ass…

The officers of an association shall include a president, one or more vice-presidents, a secretary and a treasurer, or a secretary-treasurer. The officers shall be elected annually by the directors unless the bylaws otherwise provide. The president and at least one vice-president…

A director or officer may be removed, with or without cause, by a vote of 2 /3 of the members voting at a regular or special meeting. The director or officer involved shall have an opportunity to be heard in person or by counsel at the meeting. A vacancy caused by any such remova…

The articles or bylaws may provide that, within a specified period of time, any action taken by the directors shall be referred to the members for approval or disapproval if demanded by petition of at least 10% of all the members or by vote of at least a majority of the directors…

(a) The return upon capital shall not exceed 6% per annum upon the paid-up capital and shall be noncumulative. (b) Total return upon capital distributed for any single period shall not exceed 50% of the net savings for that period.

Any individual, association, corporation, incorporated or unincorporated group organized on a cooperative basis, any nonprofit group, or other entity shall be eligible for membership in an association if it has met the qualifications for eligibility, if any, stated in the article…

Any individual or group eligible for membership and legally obligated to purchase a share or shares of, or membership in, an association shall be deemed a subscriber. The articles or bylaws may determine whether, and the conditions under which, any voting rights or other rights o…

No certificate for share or membership capital shall be issued until the par value thereof has been paid for in full. A full or condensed statement of the requirements of §§ 29-913, 29-914, 29-915, and 29-927 shall be printed upon each certificate issued by an association.

(a) If a member desires to withdraw from the association or dispose of any or all of the member’s holdings therein, the directors may purchase the holdings by paying the member the par value of any or all the holdings offered. The directors shall then reissue or cancel the holdin…

The bylaws may give the directors the power to use the reserve funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership. The bylaws may also provide that if any member has failed to patronize the association during a period of tim…

The holdings of any member of an association, to the extent of the minimum amount necessary for membership, but not to exceed $500, shall be exempt from attachment, execution, or garnishment for the debts of the owner. If any holdings in excess of this amount are subjected to suc…

Members shall not be jointly or severally liable for any debts of the association. A subscriber shall not be liable for any debts of the association, except to the extent of the unpaid amount on the shares or membership certificate subscribed by the subscriber. No subscriber is r…

A member may be expelled by the vote of a majority of the members voting at a regular or special meeting. The member against whom the charges are to be preferred shall be informed thereof in writing at least 10 days in advance of the meeting and shall have an opportunity to be he…

At least once a year the members or the directors, or both, as the articles or bylaws may provide, shall apportion the net savings of the association in the following order: (1) Not less than 10% shall be placed in a reserve fund until such time as the fund equals at least 50% of…

Every individual acting as officer or employee of an association and handling funds or securities amounting to $1,000 or more, in any one year, shall be covered by an adequate bond, as determined by the board of directors and at the expense of the association. The bylaws may also…

To record its business operation, every association shall keep a set of books, which shall be audited at the end of each fiscal year by an experienced bookkeeper or accountant, who shall not be an officer or director. If the annual business amounts to less than $10,000, the audit…

An association may, at any regular or special meeting legally called, be directed to dissolve by a vote of 2 /3 of the entire membership. By a vote of a majority of the members voting, 3 members shall be designated as trustees, who shall, on behalf of the association and within a…

Any group incorporated under another law of the District and operating on a cooperative basis or any unincorporated group operating on such a basis in the District may elect by a vote of 2 /3 of the members voting to secure the benefits of and be bound by this chapter, and shall …

A foreign corporation or association operating on a cooperative basis and complying with the applicable laws of the state wherein it is organized shall be entitled to do business in the District as a foreign cooperative corporation or association and shall govern itself in accord…

The fact that economic activity of a limited cooperative association, a subsidiary, or a related entity, is organized under this chapter shall not in itself cause the activity to be considered a conspiracy, a combination in restraint of trade, an illegal monopoly, or an attempt t…

Chapter 3 of this title shall apply to associations formed under this chapter, except to the extent that it is in conflict with this chapter.

Associations formed under this chapter, and foreign corporations and associations admitted under § 29-936 to do business in the District, shall pay an annual license fee established by the Mayor by rule.