{"data":{"id":"us-dc/d.c.-code-29-1001.09","jurisdiction":"us-dc","citation":"D.C. Code § 29-1001.09","heading":"Effect of organic rules.","body":"(a)\nThe 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.\n\n(b)\nThe matters referred to in paragraphs (1) through (11) of this subsection shall be varied only in the articles of organization. The articles may:\n(1)\nState a term of existence for the association under § 29-1001.04(c);\n(2)\nLimit or eliminate the acceptance of new or additional members by the initial board of directors under § 29-1003.03(b);\n(3)\nVary the limitations on the obligations and liability of members for association obligations under § 29-1005.04;\n(4)\nRequire a notice of an annual members meeting to state a purpose of the meeting under § 29-1005.08(b);\n(5)\nVary the board of directors meeting quorum under § 29-1008.15(a);\n(6)\nVary the matters the board of directors may consider in making a decision under § 29-1008.20;\n(7)\nSpecify causes of dissolution under § 29-1012.02(1);\n(8)\nDelegate amendment of the bylaws to the board of directors pursuant to § 29-1004.05(f);\n(9)\nProvide for member approval of asset dispositions under § 29-1014.01;\n(10)\nSubject 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;\n(11)\nProvide for permitting or making obligatory indemnification under § 29-1009.01(a); and\n(12)\nProvide for any matters that may be contained in the organic rules, including those under subsection (c) of this section.\n\n(c)\nThe matters referred to in this subsection shall be varied only in the organic rules. The organic rules may:\n(1)\nRequire more information to be maintained under § 29-1001.10 or provided to members under § 29-1005.05(k);\n(2)\nProvide restrictions on transactions between a member and an association under § 29-1001.11;\n(3)\nProvide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under § 29-1004.04(a);\n(4)\nProvide for the percentage vote required to amend the bylaws concerning the admission of new members under § 29-1004.05(e)(5);\n(5)\nProvide for terms and conditions to become a member under § 29-1005.02;\n(6)\nRestrict the manner of conducting members meetings under §§ 29-1005.06(c) and 29-1005.07(e);\n(7)\nDesignate the presiding officer of members meetings under §§ 29-1005.06(e) and 29-1005.07(g);\n(8)\nRequire a statement of purposes in the annual meeting notice under § 29-1005.08(b);\n(9)\nIncrease quorum requirements for members meetings under § 29-1005.10 and board of directors meetings under § 29-1008.15;\n(10)\nAllocate 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;\n(11)\nAuthorize investor members and expand or restrict the transferability of members’ interests to the extent provided in §§ 29-1006.02 through 29-1006.04;\n(12)\nProvide for enforcement of a marketing contract under § 29-1007.04(a);\n(13)\nProvide 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;\n(14)\nRestrict the manner of conducting board meetings and taking action without a meeting under §§ 29-1008.11 and 29-1008.12;\n(15)\nProvide for frequency, location, notice, and waivers of notice for board meetings under §§ 29-1008.13 and 29-1008.14;\n(16)\nIncrease the percentage of votes necessary for board action under § 29-1008.16(b);\n(17)\nProvide for the creation of committees of the board of directors and matters related to the committees in accordance with § 29-1008.17;\n(18)\nProvide for officers and their appointment, designation, and authority under § 29-1008.22;\n(19)\nProvide for forms and values of contributions under § 29-1010.02;\n(20)\nProvide for remedies for failure to make a contribution under § 29-1010.03(b);\n(21)\nProvide 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;\n(22)\nSpecify 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);\n(23)\nProvide the personal representative, or other legal representative, of a deceased member or a member adjudged incompetent with additional rights under § 29-1011.03;\n(24)\nIncrease the percentage of votes required for board of director approval of:\n(A)\nA resolution to dissolve under § 29-1012.05(a)(1);\n(B)\nA proposed amendment to the organic rules under § 29-1004.02(a)(1);\n(C)\nA transaction under Chapter 2 of this title;\n(D)\nA plan of merger under § 29-1015.03(a); and\n(E)\nA proposed disposition of assets under § 29-1014.03(1); and\n(25)\nVary the percentage of votes required for members approval of:\n(A)\nA resolution to dissolve under § 29-1012.05;\n(B)\nAn amendment to the organic rules under § 29-1004.05;\n(C)\nA plan of conversion under § 29-204.02;\n(D)\nA plan of merger under § 29-1015.04; and\n(E)\nA disposition of assets under § 29-1014.04.\n\n(d)\nThe organic rules shall address members’ contributions pursuant to § 29-1010.01.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 10. Limited Cooperative Associations.","Subchapter I. General Provisions."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-1001.09","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"d1013efbe581382ec660ab407a093d292bcac44fa7ad71dd5fb07b7e93193a40","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-1001.08","next":"us-dc/d.c.-code-29-1001.10"},"notice":"GroundRules: Original legal text. Not legal advice."}