{"data":{"id":"us-dc/d.c.-code-29-1119","jurisdiction":"us-dc","citation":"D.C. Code § 29-1119","heading":"Duties of manager.","body":"(a)\nA manager shall owe to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care.\n\n(b)\nA manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement, or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.\n\n(c)\nAfter full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.\n\n(d)\nA manager that makes a business judgment in good faith satisfies the duties specified in subsection (a) of this section if the manager:\n(1)\nIs not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment;\n(2)\nIs informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and\n(3)\nBelieves that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes.\n\n(e)\nThe governing principles in a record may limit or eliminate the liability of a manager to the unincorporated nonprofit association or its members for damages for any action taken, or for failure to take any action, as a manager, except liability for:\n(1)\nThe amount of financial benefit improperly received by a manager;\n(2)\nAn intentional infliction of harm on the association or one or more of its members;\n(3)\nAn intentional violation of criminal law;\n(4)\nBreach of the duty of loyalty; or\n(5)\nImproper distributions.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 11. Unincorporated Nonprofit Associations."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-1119","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"5afd77e23ed0d0b9b34933dbf446e9d5fc734ea35a31cc1b01fb780332259c54","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-1118","next":"us-dc/d.c.-code-29-1120"},"notice":"GroundRules: Original legal text. Not legal advice."}