{"data":{"id":"us-dc/d.c.-code-29-1201.03","jurisdiction":"us-dc","citation":"D.C. Code § 29-1201.03","heading":"Governing instrument: scope, limitations, and amendment.","body":"(a)\nExcept as otherwise provided in § 29-1201.04, the governing instrument shall govern the:\n(1)\nManagement, affairs, and conduct of the business of a statutory trust; and\n(2)\nRights, interests, duties, obligations, and powers of, and the relations among, the trustees, a person designated under subsection (e)(8) or (9) of this section, the beneficial owners, and the statutory trust.\n\n(b)\nTo the extent the governing instrument does not otherwise provide for a matter described in subsection (a) of this section, this chapter shall govern the matter.\n\n(c)\nThe governing instrument may include one or more instruments, agreements, declarations, bylaws, or other records and refer to or incorporate any record.\n\n(d)\nThe governing instrument may be amended with the approval of all the beneficial owners.\n\n(e)\nSubject to § 29-1201.04, without limiting the terms that may be included in a governing instrument, the governing instrument may:\n(1)\nProvide the means by which beneficial ownership is determined and evidenced;\n(2)\nLimit a beneficial owner’s right to transfer its beneficial interest;\n(3)\nProvide for one or more series under subchapter IV of this chapter;\n(4)\nTo the extent that voting rights are granted under the governing instrument, include terms relating to:\n(A)\nNotice of the date, time, place, or purpose of any meeting at which any matter is to be voted on;\n(B)\nWaiver of notice;\n(C)\nAction by consent without a meeting;\n(D)\nEstablishment of record dates;\n(E)\nQuorum requirements;\n(F)\nVoting:\n(i)\nIn person;\n(ii)\nBy proxy;\n(iii)\nBy any form of communication that creates a record, telephone, or video conference; or\n(iv)\nIn any other manner; or\n(G)\nAny other matter with respect to the exercise of the right to vote;\n(5)\nSubject to § 29-1204.03, provide for the creation of one or more classes of trustees, beneficial owners, or beneficial interests having separate rights, powers, or duties;\n(6)\nSubject to § 29-1204.03, provide for any action to be taken without the vote or approval of any particular trustee or beneficial owner, or classes of trustees, beneficial owners, or beneficial interests, including:\n(A)\nAmendment of the governing instrument;\n(B)\nMerger, conversion, interest exchange, or domestication;\n(C)\nAppointment of trustees;\n(D)\nSale, lease, exchange, transfer, pledge, or other disposition of all or any part of the property of the statutory trust or the property of any series thereof; and\n(E)\nDissolution of the statutory trust;\n(7)\nProvide for the creation of a statutory trust, including the creation of a statutory trust to which all or any part of the property, liabilities, profits, or losses of a statutory trust may be transferred or exchanged, and for the conversion of beneficial interests in a statutory trust, or series thereof, into beneficial interests in the new statutory trust or series thereof;\n(8)\nProvide for the appointment, election, or engagement of agents or independent contractors of the statutory trust or delegates of the trustees, or agents, officers, employees, managers, committees, or other persons that may manage the activities and affairs of the statutory trust, designate their titles, and specify their rights, powers, and duties;\n(9)\nProvide rights to any person, including a person that is not a party to the governing instrument;\n(10)\nSubject to paragraph (11) of this subsection, specify the manner in which the governing instrument may be amended, including, unless waived by all persons for whose benefit the condition or requirement was intended, a:\n(A)\nCondition that a person that is not a party to the instrument shall approve the amendment for it to be effective; and\n(B)\nRequirement that the governing instrument may be amended only as provided in the governing instrument or as otherwise permitted by law.\n(11)\nProvide that a person may comply with paragraph (10) of this subsection by a representative authorized by the person orally, in a record, or by conduct;\n(12)\nProvide that a person becomes a beneficial owner, acquires a beneficial interest, and is bound by the governing instrument if the person complies with the conditions for becoming a beneficial owner set forth in the governing instrument, such as payment to the statutory trust or to a previous beneficial owner;\n(13)\nProvide that the statutory trust or the trustees, acting for the statutory trust, hold beneficial ownership of any income earned on securities held by the statutory trust that are issued by any business entity formed, organized, or existing under the laws of any jurisdiction;\n(14)\nProvide for the establishment of record dates;\n(15)\nGrant to, or withhold from, a trustee or beneficial owner, or class of trustees or beneficial owners, the right to vote, separately or with any or all other trustees or beneficial owners, or class of trustees or beneficial owners, on any matter; and\n(16)\nLimit the duration of the statutory trust.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 12. Statutory Trusts.","Subchapter I. General Provisions."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-1201.03","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"6419098fc1e283e6fe9ef63a542c20fe6732a0cbe73b3804ccf9b9972be87934","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-1201.02","next":"us-dc/d.c.-code-29-1201.04"},"notice":"GroundRules: Original legal text. Not legal advice."}