§ 29–402.01. Incorporators.
One or more persons may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the Mayor for filing.
§ 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.
§ 29–402.03. Incorporation.
(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 incorporation except in a proceeding by the District to cancel or revoke the incorporation or involuntarily dissolve the nonprofit corporation.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “District” for “state” in (b).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
§ 29–402.04. Liability for preincorporation transactions.
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.
§ 29–402.05. Organization of corporation.
(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 corporation by electing directors, when the organization of the corporation is to be completed by a designated body, appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) If initial directors or members of a designated body are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:
(A) Directors and complete the organization of the nonprofit corporation; or
(B) A board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in the form of a record describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or outside of the District.
§ 29–402.06. Bylaws.
(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 inconsistent with law or the articles of incorporation.