D.C. Code § 29-1012.05: Voluntary dissolution by the board and members.

(a)

Except as otherwise provided in § 29-1012.04, for a limited cooperative association to voluntarily dissolve:

(1)

A resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;

(2)

The board of directors shall call a members meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and

(3)

The board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with § 29-1005.08:

(A)

The resolution required by paragraph (1) of this subsection;

(B)

A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis of that determination; and

(C)

Notice of the members meeting, which shall be given in the same manner as notice of a special meeting of members.

(b)

Subject to subsection (c) of this section, a resolution to dissolve shall be approved by:

(1)

At least 2/3 of the voting power of members present at a members meeting called under subsection (a)(2) of this section; and

(2)

If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.

(c)

The organic rules may require that the percentage of votes under subsection (b)(1) of this section shall be:

(1)

A different percentage that is not less than a majority of members voting at the meeting; or

(2)

Measured against the voting power of all members; or

(3)

A combination of paragraphs (1) and (2) of this subsection.