Code of the District of Columbia

§ 29–907. Articles of incorporation — Amendments; vote required for proposal and approval of amendments.

(a) Amendments to the articles may be proposed by a 2/3 vote of the board of directors or by petition of 10% of the association’s members. The secretary shall send notice of the meeting to consider an amendment at least 30 days in advance to each member at the member’s last known address, accompanied by the full text of the proposal and by that part of the articles to be amended. Two-thirds of the members voting may adopt the amendment and when verified by the president and secretary, it shall be filed and recorded with the Mayor within 30 days of its adoption, and a fee established by the Mayor by rule shall be paid.

(b) If the amendment is to alter the preferences of outstanding shares of any type, or to authorize the issuance of shares having preferences superior to outstanding shares of any type, the vote of 2/3 of the members owning such outstanding shares affected by the change shall also be required for the adoption of the amendment. If the amendment is to alter the rule by which members’ property rights in a nonshare association are determined, a vote of 2/3 of the entire membership shall be required.

(c) The amount of capital and the number and par value of shares may be diminished or increased by amendment of the articles, but the capital shall not be diminished below the amount of paid-up capital existing at the time of amendment.