Code of the District of Columbia

§ 29–1001.09. Effect of organic rules.

(a) The relations between a limited cooperative association and its members shall be consensual. Unless required, limited, or prohibited by this chapter, the organic rules may provide for any matter concerning the relations among the members of the association and between the members and the association, the activities of the association, and the conduct of its activities.

(b) The matters referred to in paragraphs (1) through (11) of this subsection shall be varied only in the articles of organization. The articles may:

(1) State a term of existence for the association under § 29-1001.04(c);

(2) Limit or eliminate the acceptance of new or additional members by the initial board of directors under § 29-1003.03(b);

(3) Vary the limitations on the obligations and liability of members for association obligations under § 29-1005.04;

(4) Require a notice of an annual members meeting to state a purpose of the meeting under § 29-1005.08(b);

(5) Vary the board of directors meeting quorum under § 29-1008.15(a);

(6) Vary the matters the board of directors may consider in making a decision under § 29-1008.20;

(7) Specify causes of dissolution under § 29-1012.02(1);

(8) Delegate amendment of the bylaws to the board of directors pursuant to § 29-1004.05(f);

(9) Provide for member approval of asset dispositions under § 29-1014.01;

(10) Subject to § 29-1008.20, provide for the elimination or limitation of liability of a director to the association or its members for money damages pursuant to § 29-1008.18;

(11) Provide for permitting or making obligatory indemnification under § 29-1009.01(a); and

(12) Provide for any matters that may be contained in the organic rules, including those under subsection (c) of this section.

(c) The matters referred to in this subsection shall be varied only in the organic rules. The organic rules may:

(1) Require more information to be maintained under § 29-1001.10 or provided to members under § 29-1005.05(k);

(2) Provide restrictions on transactions between a member and an association under § 29-1001.11;

(3) Provide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under § 29-1004.04(a);

(4) Provide for the percentage vote required to amend the bylaws concerning the admission of new members under § 29-1004.05(e)(5);

(5) Provide for terms and conditions to become a member under § 29-1005.02;

(6) Restrict the manner of conducting members meetings under §§ 29-1005.06(c) and 29-1005.07(e);

(7) Designate the presiding officer of members meetings under §§ 29-1005.06(e) and 29-1005.07(g);

(8) Require a statement of purposes in the annual meeting notice under § 29-1005.08(b);

(9) Increase quorum requirements for members meetings under § 29-1005.10 and board of directors meetings under § 29-1008.15;

(10) Allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by §§ 29-1005.11 through 29-1005.17;

(11) Authorize investor members and expand or restrict the transferability of members’ interests to the extent provided in §§ 29-1006.02 through 29-1006.04;

(12) Provide for enforcement of a marketing contract under § 29-1007.04(a);

(13) Provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with §§ 29-1008.03 through 29-1008.05, 29-1008.07, 29-1008.09, and 29-1008.10;

(14) Restrict the manner of conducting board meetings and taking action without a meeting under §§ 29-1008.11 and 29-1008.12;

(15) Provide for frequency, location, notice, and waivers of notice for board meetings under §§ 29-1008.13 and 29-1008.14;

(16) Increase the percentage of votes necessary for board action under § 29-1008.16(b);

(17) Provide for the creation of committees of the board of directors and matters related to the committees in accordance with § 29-1008.17;

(18) Provide for officers and their appointment, designation, and authority under § 29-1008.22;

(19) Provide for forms and values of contributions under § 29-1010.02;

(20) Provide for remedies for failure to make a contribution under § 29-1010.03(b);

(21) Provide for the allocation of profits and losses of the association, distributions, and the redemption or repurchase of distributed property other than money in accordance with §§ 29-1010.04 through 29-1010.07;

(22) Specify when a member’s dissociation is wrongful and the liability incurred by the dissociating member for damage to the association under § 29-1011.01(b) and (c);

(23) Provide the personal representative, or other legal representative, of a deceased member or a member adjudged incompetent with additional rights under § 29-1011.03;

(24) Increase the percentage of votes required for board of director approval of:

(A) A resolution to dissolve under § 29-1012.05(a)(1);

(B) A proposed amendment to the organic rules under § 29-1004.02(a)(1);

(C) A transaction under Chapter 2 of this title;

(D) A plan of merger under § 29-1015.03(a); and

(E) A proposed disposition of assets under § 29-1014.03(1); and

(25) Vary the percentage of votes required for members approval of:

(A) A resolution to dissolve under § 29-1012.05;

(B) An amendment to the organic rules under § 29-1004.05;

(C) A plan of conversion under § 29-204.02;

(D) A plan of merger under § 29-1015.04; and

(E) A disposition of assets under § 29-1014.04.

(d) The organic rules shall address members’ contributions pursuant to § 29-1010.01.