Title 29, Business Organizations. [Enacted title]

(a) A shareholder’s agent or attorney shall have the same inspection and copying rights as the shareholder represented. (b) The right to copy records under § 29-313.02 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an …

(a) If a corporation does not allow a shareholder that complies with § 29-313.02(a) to inspect and copy any records required by that subsection to be available for inspection, the Superior Court may summarily order inspection and copying of the records demanded at the corporation…

(a) A director of a corporation shall be entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee…

(a) Whenever notice is required to be given under any provision of this chapter to any shareholder, the notice shall not be required to be given if: (1) Notice of 2 consecutive annual meetings, and all notices of meetings during the period between such 2 consecutive annual meetin…

(a) A corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income state…

Except as otherwise provided by § 29-107.01, this chapter shall apply to all domestic corporations in existence on its effective date that were incorporated under any general statute of the District providing for incorporation of corporations for profit.

A foreign corporation authorized to do business in the District on the effective date of this chapter shall be subject to this chapter but is not required to obtain a new certificate of registration to do business under this chapter.

This chapter may be cited as the “Nonprofit Corporation Act of 2010”.

For the purposes of this chapter, the term: (1) “Board” or “board of directors” means the group of individuals responsible for the management of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the group. The term includes a designa…

(a) Unless the articles of incorporation or bylaws provide otherwise, notice under this chapter shall be in the form of a record. (b) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be communicated by a newspaper …

(a) For the purposes of this subsection, the term: (1) “Filed record” means a record delivered to the Mayor for filing under any provision of this chapter except § 29-102.11. (2) “Plan” means a plan of domestication, business conversion, entity conversion, merger or membership ex…

(a) If a domestic or foreign nonprofit corporation or eligible entity may not be a party to a merger or sale of its assets without the approval of the Attorney General for the District of Columbia, the Mayor (or as may be formerly referred to as the Commissioner of the District o…

For the purposes of this part, the term “corporate action” means: (1) The election, appointment, designation, or other selection and the suspension, removal, or expulsion of members, delegates, directors, members of a designated body, or officers of a nonprofit corporation; or (2…

(a) If, under applicable law or the articles of incorporation or bylaws of a nonprofit corporation, there has been a failure to hold a meeting to take corporate action and the failure has continued for 30 days after the date designated or appropriate therefor, the Superior Court …

(a) Upon petition of a person whose status as, or whose rights or duties as, a member, delegate, director, member of a designated body, or officer of a corporation are or may be affected by any corporate action, the Superior Court may hear and determine the validity of the corpor…

The plaintiff in a proceeding under this part shall notify the Attorney General for the District of Columbia within 10 days after commencing the proceeding if it involves a charitable corporation. Notice to the Attorney General under this section shall not stay or otherwise affec…

If religious doctrine or canon law governing the affairs of a religious corporation is inconsistent with this chapter on the same subject, the religious doctrine or canon law shall control to the extent required by the Constitution of the United States.

(a) For the purposes of this section, the term “member-governed corporation” means a membership corporation incorporated under or subject to this chapter which: (1) Provides in its articles of incorporation or bylaws that it is a member-governed corporation; or: (2) Meets the fol…

(a) The Attorney General for the District of Columbia shall be given notice of the commencement of any proceeding that this chapter authorizes the Attorney General to bring but that has been commenced by another person. (b) Whenever any provision of this chapter requires that not…

One or more persons may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the Mayor for filing.

(a) The articles of incorporation shall set forth: (1) A name for the nonprofit corporation that satisfies the requirements of § 29-103.01; (2) The information required by § 29-104.04; (3) That the corporation is incorporated as a nonprofit corporation under this chapter; (4) The…

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The filing of the articles of incorporation by the Mayor is conclusive proof that the incorporators satisfied all conditions precedent to incorporati…

All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, shall be jointly and severally liable for all liabilities created while so acting.

(a) After incorporation: (1) If initial directors or members of a designated body are named in the articles of incorporation, those persons shall hold an organizational meeting, as appropriate, at the call of a majority of them, to complete the organization of the nonprofit corpo…

(a) The incorporators or the board of directors of a nonprofit corporation may adopt initial bylaws for the corporation. (b) The bylaws of a nonprofit corporation may contain any provision for managing the activities and regulating the affairs of the corporation that is not incon…

(a) A nonprofit corporation may be formed for any lawful nonprofit purpose unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of the District may incorporate un…

Unless its articles of incorporation provide otherwise, every nonprofit corporation shall have perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including the power to…

(a) If a nonprofit corporation authorizes the exercise of emergency powers in its articles of incorporation or bylaws, in the event of an emergency, the board of directors may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or age…

(a) Except as otherwise provided in subsection (b) of this section, the validity of corporate action shall not be challenged on the ground that the nonprofit corporation lacks or lacked power to act. (b) The power of a nonprofit corporation to act may be challenged in a proceedin…

(a) A nonprofit corporation shall not be required to have members. (b) If the articles of incorporation or bylaws of a nonprofit corporation do not provide that it must have members, or if a corporation has in fact no members entitled to vote on a matter, any provision of this ch…

(a) The articles of incorporation or bylaws of a membership corporation may establish criteria or procedures for admission of members. (b) A person shall not be admitted as a member without the person’s consent. (c) If a membership corporation provides certificates of membership …

Except as otherwise provided in its articles of incorporation or bylaws, a membership corporation may admit members for no consideration or for such consideration as is determined by the board of directors. The consideration may take any form, including promissory notes, intangib…

Except as otherwise provided in the articles of incorporation or bylaws, each member of a membership corporation shall have the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters.

(a) Except as otherwise provided in the articles of incorporation or bylaws, a member of a membership corporation shall not transfer a membership or any right arising therefrom. (b) If the right to transfer a membership has been provided, a restriction on that right shall not be …

A member of a membership corporation shall not be as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.

(a) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws. Dues, assessments, and fees may be imposed on members of the same class either alike or in different amounts or proportions, and m…

(a) A proceeding shall not be brought by a creditor of a membership corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in w…

(a) A member of a membership corporation may resign at any time. (b) The resignation of a member shall not relieve the member from any obligations incurred or commitments made prior to resignation.

(a) A membership in a membership corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws. (b) A proceeding challenging a termination or suspension for any reason shall be commenced within one year after the …

Except as otherwise provided in the articles of incorporation or bylaws, a membership corporation that is not a charitable corporation shall not purchase any of its memberships or any right arising therefrom.

(a) A membership corporation may provide in its articles of incorporation or bylaws for delegates. (b) The articles of incorporation or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligations of delegates includin…

(a) Except as permitted under § 29-404.22 or § 29-404.41, a nonprofit corporation shall not pay dividends or make distributions of any part of its assets, income, or profits to its members, directors, delegates, members of a designated body, or officers. (b) This section shall no…

(a) A nonprofit corporation may pay reasonable compensation or reimburse reasonable expenses to members, directors, delegates, members of a designated body, or officers for services rendered. (b) A nonprofit corporation may confer benefits upon or make contributions to members or…

(a) A nonprofit corporation shall not issue bonds or other evidences of indebtedness except for money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or…

(a) Except as otherwise provided in subsection (b) of this section, a nonprofit corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986, approved December 30, 1969 (83 Stat. 496; 26 U.S.C. § 509(a)) (“Internal Revenue Code”), sha…

(a) A membership corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the articles of incorporation or bylaws. (b) A membership corporation may hold regular meetings on a regional or other basis at times stated in or fixed in accord…