Title 29 — Business Organizations. [Enacted title]

(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 (b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any …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 …

(a) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, the Superior Court has entered an order under § 29-1012.03 dissolving the association, or the Mayor has dissolved the association under…

A member may maintain a derivative action in the Superior Court to enforce a right of a limited cooperative association if: (1) The member demands that the association bring an action to enforce the right; and (2) Any of the following occur: (A) The association does not, within 9…

(a) A derivative action to enforce a right of a limited cooperative association shall be maintained only by a person that: (1) Is a member or a dissociated member at the time the action is commenced and: (A) Was a member when the conduct giving rise to the action occurred; or (B)…

In a derivative action to enforce a right of a limited cooperative association, the complaint shall state: (1) The date and content of the plaintiff’s demand under § 29-1013.01(1) and the association’s response; (2) If 90 days have not expired since the demand, how irreparable ha…

A derivative action to enforce a right of a limited cooperative association shall not be discontinued or settled without the Superior Court’s approval.

(a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintif…

(a) If a limited cooperative association is named as or made a party in a derivative proceeding, the association may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of t…

Unless the articles of organization otherwise provide, member approval under § 29-1014.02 shall not be required for a limited cooperative association to: (1) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and …

A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in § 29-1014.01, shall require approval of the association’s members under §§ 29-1014.03 and 29-1014.04 if the disposition leaves the associat…

For a limited cooperative association to dispose of assets under § 29-1014.02: (1) A majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and (2) The board of directors shall call a members meeting t…