Title 29 — Business Organizations. [Enacted title]

(a) A nonprofit corporation shall not indemnify a director under § 29-406.51 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth…

(a) A nonprofit corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is or was an officer of the corporation: (1) To the same extent as a director; and (2) If he or she is an officer but n…

A nonprofit corporation may purchase insurance on behalf of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, serves or served at the corporation’s request as a director, officer, partner, trustee, employ…

(a) A nonprofit corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnificat…

(a) A contract or transaction between a nonprofit corporation and one or more of its members, directors, members of a designated body, or officers or between a nonprofit corporation and any other entity in which one or more of its directors, members of a designated body, or offic…

(a) The taking advantage, directly or indirectly, by a director of a business opportunity shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the nonprofit corporation on …

(a) For the purposes of this section, the term “volunteer” means an officer, director, trustee, or other person who performs services for the corporation and who does not receive compensation other than reimbursement of expenses for those services. (b) Any person who serves as a …

(a) For the purposes of this section, the term “employee” means a person regularly employed to perform a service for a salary or wages. (b) Except as provided in subsections (c) and (d) of this section, an employee of the corporation shall not be held personally liable in damages…

For the purposes of this subchapter, the term: (1) “Domesticated corporation” means the domesticating corporation as it continues in existence after a domestication. (2) “Domesticating corporation” means the domestic nonprofit corporation that adopts a plan of domestication pursu…

(a) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the domestication is authorized by the law of the foreign jurisdiction. (b) A domestic nonprofit corporation may become a foreign nonprofit corporation if the domestication is permitted by the…

In the case of a domestication of a domestic nonprofit corporation in a foreign jurisdiction: (1) The plan of domestication shall be adopted by the board of directors. (2) After adopting the plan of domestication, the board of directors shall submit the plan to the members for th…

(a) Articles of domestication shall be signed on behalf of the domesticating corporation by any officer or other duly authorized representative. The articles shall set forth: (1) The name and jurisdiction of incorporation of the domesticating corporation; (2) The name and jurisdi…

(a) When a domestication becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the domesticating corporation shall remain in the domesticated corporation without reversion or impairment; (2) The liabilities of the domesticating corpo…

(a) Unless otherwise provided in a plan of domestication of a domestic nonprofit corporation, after the plan has been adopted and approved as required by this subtitle [subchapter], and at any time before the domestication has become effective, it may be abandoned by the board of…

A nonprofit corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles.

If a membership corporation has not yet issued memberships, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the articles of incorporation.

(a) An amendment to the articles of incorporation of a membership corporation shall be adopted in the following manner: (1) Except as otherwise provided in paragraph (5) of this subsection, the proposed amendment shall be adopted by the board of directors. (2) Except as otherwise…

(a) Except as otherwise provided in the articles of incorporation or bylaws, if a nonprofit corporation has more than one class of members, the members of each class shall be entitled to vote as a separate voting group, if member voting is otherwise required by this chapter, on a…

Except as otherwise provided in the articles of incorporation, the board of directors of a nonmembership corporation may adopt amendments to the corporation’s articles. Except as otherwise provided in the articles of incorporation, an amendment adopted by the board of directors u…

After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the nonprofit corporation shall deliver to the Mayor, for filing, articles of amendment, which shall set forth: (1) The n…

(a) The board of directors of a nonprofit corporation may restate its articles of incorporation at any time, without approval by the members or any other person, to consolidate all amendments into a single document without substantive change. (b) If restated articles of a members…

(a) A nonprofit corporation’s articles of incorporation may be amended without action by the board of directors, a designated body, or the members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the Uni…

(a) Except as otherwise provided in subsections (b), (c), and (d) of this section, an amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the nonprofit corporation, a proceeding to which the corporation is a party, or the e…

(a) Except as otherwise provided in the articles of incorporation or bylaws, the members of a membership corporation may amend or repeal the corporation’s bylaws. (b) The board of directors of a membership corporation or nonmembership corporation may amend or repeal the corporati…

(a) A bylaw that increases a quorum or voting requirement for the board of directors or a designated body may be amended or repealed: (1) If originally adopted by the members, only by the members, unless the bylaws otherwise provide; (2) If adopted by the board of directors or de…

(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 mem…

(a) Property held in trust by a nonprofit corporation or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by an amendment of its bylaws unless the corporation obtains an appropriate order of the Superior Court to the extent required by and pursua…

(a) The articles of incorporation may require that an amendment to the articles be approved in the form of a record by a specified person or group of persons in addition to the board of directors and members. (b) The articles of incorporation or bylaws may require that an amendme…

(a) For the purposes of this subchapter, the term: (1) “Exchanging entity” means the domestic or foreign nonprofit corporation or eligible entity in which all of one or more classes of memberships or classes or series of eligible interests are to be acquired in a membership excha…

(a) One or more domestic nonprofit corporations may merge with one or more domestic or foreign nonprofit corporations pursuant to a plan of merger or 2 or more foreign nonprofit corporations or domestic nonprofit corporations may merge into a new domestic nonprofit corporation to…

(a) Through a membership exchange: (1) A domestic nonprofit corporation may acquire, pursuant to a plan of membership exchange, all of the memberships of one or more classes of another domestic or foreign nonprofit corporation, or all of the eligible interests of one or more clas…

In the case of a nonprofit corporation that is a party to a merger or membership exchange: (1) The plan of merger or membership exchange shall be adopted by the board of directors. (2) Except as otherwise provided in paragraph (8) of this section, § 29-409.05, or the articles of …

(a) A domestic or foreign entity that holds a membership in a domestic nonprofit corporation that carries at least 80% of the voting power of each class of membership of the controlled corporation that has voting power may merge the controlled corporation into itself or into anot…

(a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be signed on behalf of each party to the merger or membership exchange by any officer or other duly authorized representati…

(a) Subject to § 29-409.01(b), (c), and (d), when a merger becomes effective: (1) The domestic or foreign nonprofit corporation or eligible entity that is designated in the plan of merger as the survivor shall continue or come into existence, as the case may be; (2) The separate …

(a) Unless otherwise provided in a plan of merger or membership exchange or in the organic law of a foreign nonprofit corporation that is a party to a merger or a membership exchange, after the plan has been adopted and approved as required by this subchapter, and at any time bef…

Approval of the members of a nonprofit corporation shall not be required, unless the articles of incorporation or bylaws otherwise provide, to: (1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets: (A) In the usual and regular course of its ac…

(a) Except as otherwise provided in the articles of incorporation or bylaws, a sale, lease, exchange, or other disposition of assets, other than a disposition described in § 29-410.01, shall require approval of the nonprofit corporation’s members. (b) A disposition that requires …

(a) Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction described in § 29-410.01 or § 29-410.02 unless the nonprofit corporation obtains an appropriate order from the Superior Court to the extent required b…

For the purposes of this subchapter, the term “derivative proceeding” means a civil action in the right of a domestic nonprofit corporation or, to the extent provided in § 29-411.08, in the right of a foreign nonprofit corporation.

(a) A derivative proceeding may be brought in the Superior Court by: (1) A member or members having 5% or more of the voting power, or by 50 members, whichever is less; or (2) Any director or member of a designated body. (b) The plaintiff in a derivative proceeding shall be a mem…

A person shall not commence a derivative proceeding until: (1) A demand in the form of a record has been delivered to the nonprofit corporation to take suitable action; and (2) Ninety days have expired from the date the demand was effective unless: (A) The person has earlier been…

If the nonprofit corporation commences an inquiry into the allegations made in the demand or complaint, the Superior Court may stay any derivative proceeding for such period as the court considers appropriate.

(a) The Superior Court shall dismiss a derivative proceeding on motion by the nonprofit corporation if one of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that…

A derivative proceeding shall not be discontinued or settled without the Superior Court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the members or a class of members of the nonprofit corporation, the …

(a) In any derivative proceeding brought under § 29-411.02(a), the nonprofit corporation shall be entitled at any stage of the proceeding to seek an order requiring the plaintiffs to give security for reasonable expenses, including attorney fees and expenses, that may be incurred…

In any derivative proceeding in the right of a foreign nonprofit corporation, the matters covered by this subchapter shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation, except for §§ 29-411.04, 29-411.06, and 29-411.07.

The plaintiff in a derivative proceeding shall notify the Attorney General for the District of Columbia within 10 days after commencing the proceeding if it involves a charitable corporation.

A majority of the incorporators or directors of a nonprofit corporation that has not commenced activity, or of a membership corporation that has not admitted any members, may dissolve the corporation by delivering to the Mayor for filing articles of dissolution that set forth: (1…

(a) The board of directors of a membership corporation may propose dissolution for submission to the members. (b) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because …