Title 29 — Business Organizations. [Enacted title]

(a) Subject to subsection (b) of this section, a disposition of assets under § 29-1014.02 shall be approved by: (1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1014.03(2); and (2) If the limited cooperative association has investor m…

For the purposes of this subchapter, the term: (1) “Constituent limited cooperative association” or “constituent association” means a limited cooperative association or foreign limited cooperative association that is a party to a merger. (2) “Surviving limited cooperative associa…

(a) One or more constituent limited cooperative associations may merge with one or more other constituent associations pursuant to this subchapter and a plan of merger. If any of the constituent associations is a foreign cooperative association, the law of the jurisdiction in whi…

(a) For a limited cooperative association to merge with another constituent limited cooperative association, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the association’s organic rules. (b) The board of di…

(a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by: (1) At least 2/3 of the voting power of members present at a members meeting called under § 29-1015.03(b); and (2) If the limited cooperative association has investor members, at least …

(a) After each constituent limited cooperative association has approved a merger, articles of merger shall be signed on behalf of each constituent association by an authorized representative. (b) The articles of merger shall include: (1) The name of each constituent limited coope…

(a) When a merger becomes effective: (1) The surviving limited cooperative association shall continue or come into existence; (2) Each constituent limited cooperative association that merges into the surviving association shall cease to exist as a separate entity; (3) All propert…

(a) Constituent limited cooperative associations may agree to call a merger a consolidation under this subchapter. (b) All provisions governing mergers or using the term merger in this chapter shall apply equally to mergers that the constituent associations choose to call consoli…

This subchapter shall not prohibit a limited cooperative association from being merged under law other than this chapter.

This chapter may be cited as the “Uniform Unincorporated Nonprofit Association Act of 2010”.

For the purposes of this chapter, the term: (1) “Established practices” means the practices used by an unincorporated nonprofit association without material change during the most recent 5 years of its existence or, if it has existed for less than 5 years, during its entire exist…

A statute governing a specific type of unincorporated nonprofit association shall prevail over an inconsistent provision in this chapter, to the extent of the inconsistency.

(a) Except as otherwise provided in subsection (b) of this section, the law of the District shall govern the operation in the District of all unincorporated nonprofit associations formed or operating in the District. (b) Unless the governing principles specify a different jurisdi…

(a) An unincorporated nonprofit association shall be a legal entity distinct from its members and managers. (b) An unincorporated nonprofit association shall have perpetual duration unless the governing principles specify otherwise. (c) An unincorporated nonprofit association sha…

(a) An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an interest in property. (b) An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee.

(a) For the purposes of this section, the term “statement of authority” means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association. (b) An interest in real property held in the name of an unincorpora…

(a) A debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise shall: (1) Be solely the debt, obligation, or other liability of the association; and (2) Not become the debt, obligation, or other liability of …

(a) An unincorporated nonprofit association shall have the capacity to sue and be sued in its own name. (b) A member or a manager may assert a claim the member or manager has against an unincorporated nonprofit association. An association may assert a claim it has against a membe…

A judgment or order against an unincorporated nonprofit association shall not by itself [be] a judgment or order against a member or manager.

A member of an unincorporated nonprofit association shall not be an agent of the association solely by reason of being a member.

(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall have the approval of its members to: (1) Admit, suspend, dismiss, or expel a member; (2) Select and dismiss a manager; (3) Adopt, amend, or repeal the governing principles;…

(a) Unless an unincorporated nonprofit association’s governing principles provide otherwise: (1) Approval of a matter by the members shall require an affirmative majority of the votes cast at a meeting of members; and (2) Each member shall be entitled to one vote on each matter t…

(a) A member shall not have a fiduciary duty to an unincorporated nonprofit association or to another member solely by being a member. (b) A member shall discharge the duties to the unincorporated nonprofit association and the other members and exercise any rights under this chap…

(a) A person shall become a member and may be suspended, dismissed, or expelled in accordance with the association’s governing principles. If there are no applicable governing principles, a person shall become a member or be suspended, dismissed, or expelled from an association o…

(a) A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time. (b) Unless the governing principles provide otherwise, resignation of a member shall not relieve the member from an…

Except as otherwise provided in the governing principles, a member’s interest or any right under the governing principles shall not be transferable.

Except as otherwise provided in this chapter or the governing principles: (1) Only the members shall select a manager or managers; (2) A manager may be a member or a nonmember; (3) If a manager is not selected, all members shall be managers; (4) Each manager has equal rights in t…

(a) A manager shall owe to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care. (b) A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best intere…

(a) The governing principles may provide for the: (1) Calling, location, and timing of manager meetings; (2) Notice and quorum requirements for manager meetings; (3) Conduct of manager meetings; (4) Taking of action by the managers by consent without a meeting; and (5) Participat…

(a) On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the unincorporated nonprofit association’s regular operating hours, at a reasonable location specified by the association, any record maintained by the association…

(a) Except as otherwise provided in subsection (b) of this section, an unincorporated nonprofit association shall not pay dividends or make distributions to a member or manager. (b) An unincorporated nonprofit association may: (1) Pay reasonable compensation or reimburse reasonab…

(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the member’s or manager’s activities on behalf of the association; (b) An unincor…

(a) An unincorporated nonprofit association may be dissolved as follows: (1) If the governing principles provide a time or method for dissolution, at that time or by that method; (2) If the governing principles do not provide a time or method for dissolution, upon approval by the…

Winding up and termination of an unincorporated nonprofit association shall proceed in accordance with the following rules: (1) All known debts and liabilities shall be paid or adequately provided for. (2) Any property subject to a condition requiring return to the person designa…

(a) For the purposes of this section, the term: (1) “Constituent association organization” means an unincorporated nonprofit association that is merged with one or more other unincorporated nonprofit associations, including the surviving association. (2) “Disappearing association…

(a) If, before the applicability date of this chapter, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but under the law of the District the interest did not vest in the association, or in one or more persons o…

This chapter may be cited as the “Uniform Statutory Trust Entity Act of 2010”.

For the purposes of the chapter, the term: (1) “Beneficial owner” means the owner of a beneficial interest in a statutory trust or foreign statutory trust. (2) “Certificate of trust” means the record required by § 29-1202.01. The term “certificate of trust” includes the certifica…

(a) Except as otherwise provided in § 29-1201.04, the governing instrument shall govern the: (1) Management, affairs, and conduct of the business of a statutory trust; and (2) Rights, interests, duties, obligations, and powers of, and the relations among, the trustees, a person d…

The governing instrument shall not: (1) Vary any requirement, procedure, or other provision of this title pertaining to: (A) Registered agents; or (B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this t…

The law of the District pertaining to common-law trusts shall supplement this chapter. However, a governing instrument may supersede or modify application to the statutory trust of any law of the District pertaining to common-law trusts.

(a) This chapter shall be liberally construed to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments. (b) The presumption that a civil statute in derogation of the common law is construed strictly shall not apply to this …

A person that is not a beneficial owner is deemed to have notice of a statutory trust’s merger, interest exchange, conversion, or domestication 90 days after articles of merger, interest exchange, conversion, or domestication under subchapter VII of this chapter or Chapter 2 of t…

(a) To form a statutory trust, a person shall deliver a certificate of trust to the Mayor for filing. (b) A certificate of trust shall state: (1) The name of the statutory trust, which must comply with §§ 29-103.01 and 29-103.02(i); (2) The street and mailing address of the princ…

(a) A certificate of trust may be amended or restated at any time. (b) To amend its certificate of trust, a statutory trust shall deliver to the Mayor for filing an amendment stating the: (1) Name of the trust; (2) Date of filing of its initial certificate; and (3) Changes to the…

(a) A record delivered by the statutory trust to the Mayor for filing pursuant to this chapter shall be signed by at least one of the trustees. (b) Any person may sign by an attorney in fact any record filed pursuant to this chapter.

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

(a) If a record delivered to the Mayor for filing under this title and filed by the Mayor contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or caused another to si…

The law of the District shall govern the: (1) Internal affairs of a statutory trust; (2) Liability of a beneficial owner as beneficial owner , a trustee as trustee, and a person appointed, elected, or engaged under § 29-1201.03(e)(8) or (9) for a debt, obligation, or other liabil…

A statutory trust is an entity separate from its trustees and beneficial owners.