Code of the District of Columbia

§ 29–402.02. Articles of incorporation.

(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 name and street address of each incorporator; and

(5) Whether the corporation will have members.

(b) The articles of incorporation may set forth:

(1) The names of the individuals who are to serve as the initial directors;

(2) Provisions creating one or more designated bodies;

(3) The names of the initial members of a designated body;

(4) The names of the initial members, if any;

(5) Provisions not inconsistent with law regarding:

(A) The purpose or purposes for which the nonprofit corporation is organized;

(B) Managing the business and regulating the affairs of the corporation;

(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, any designated body, and the members, if any;

(D) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; or

(E) The distribution of assets on dissolution;

(6) Any provision that this chapter requires or permits to be set forth in the articles or bylaws;

(7) A provision permitting or making obligatory indemnification of a director for liability, as defined in § 29-406.50, to any person for any action taken, or any failure to take any action, as a director, except liability for:

(A) Receipt of a financial benefit to which the director is not entitled;

(B) An intentional infliction of harm;

(C) A violation of § 29-406.33; or

(D) An intentional violation of criminal law; and

(8) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law.

(c) The liability of a director of a nonprofit corporation that is not a charitable corporation may be eliminated or limited by a provision of the articles of incorporation that a director is not liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:

(1) The amount of a financial benefit received by the director to which the director is not entitled;

(2) An intentional infliction of harm;

(3) A violation of § 29-406.33; or

(4) An intentional violation of criminal law.

(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

(e) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-401.04.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

Section References

This section is referenced in § 29-101.06, § 29-406.12, § 29-406.31, § 29-406.51, § 29-406.53, and § 29-407.04.