D.C. Code § 29-408.22: Bylaw amendments requiring member approval.
Where this section sits in the code
- Title 29. Business Organizations. [Enacted title]
- Chapter 4. Nonprofit Corporations.
- Subchapter VIII. Amendment of Articles of Incorporation and Bylaws.
- Part B. Amendment of Bylaws.
(a)
Except as otherwise provided in the articles of incorporation or bylaws, the board of directors or designated body of a membership corporation that has one or more members at the time shall not adopt or amend a bylaw under:
(1)
Section 29-404.10 providing that some of the members have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships or other matters;
(2)
Section 29-404.13 levying dues, assessments, or fees on some or all of the members;
(3)
Section 29-404.21 relating to the termination or suspension of members;
(4)
Section 29-404.22 authorizing the purchase of memberships;
(5)
Section 29-406.08(a):
(A)
Requiring cause to remove a director; or
(B)
Specifying what constitutes cause to remove a director;
(6)
Section 29-406.08(e) relating to the removal of a director who is designated in a manner other than election or appointment; or
(7)
Section 29-406.12.
(b)
The board of directors or designated body of a membership corporation shall not amend the articles of incorporation or bylaws to vary the application of subsection (a) of this section to the corporation.
(c)
If a nonprofit corporation has more than one class of members, the members of a class shall be entitled to vote as a separate voting group on an amendment to the bylaws that:
(1)
Is described in subsection (a) of this subsection if the amendment would affect the members of that class differently than the members of another class; or
(2)
Has any of the effects described in § 29-408.04.
(d)
If a class of members will be divided into 2 or more classes by an amendment to the bylaws, the amendment shall be approved by a majority of the members of each class that will be created.
Collected 2026-08-29T05:44:07Z. Source file · JSON