District Of Columbia Statute Code

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§ 29-101.24.

Bylaws.

The power to make, alter, amend, or repeal the bylaws of the corporation shall be vested in the board of directors unless reserved to the shareholders by the articles of incorporation. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

§ 29-101.13.

Shares--Power to issue; classes; par value; limitations, restrictions, or qualifications; voting power; preferred or special classes.

  1. Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into 1 or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, voting powers, special or relative rights and such limitations, restrictions, or qualifications thereof as shall be stated in the articles of incorporation. The articles of incorporation may limit or deny the voting power of the shares of any class.
  2. Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes:
    1. Subject to the right of the corporation to redeem any of such shares at the price fixed by the articles of incorporation for the redemption thereof;
    2. Entitling the holders thereof to cumulative or noncumulative dividends;
    3. Having preference over any other class or classes of shares as to the payment of dividends;
    4. Having preference as to the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation; and
    5. Convertible into shares of any other class; provided, that shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted.

§ 29-101.22.

Liability of subscribers and shareholders.

  1. A holder or a subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which said shares were issued or to be issued, which, as to shares having a par value, shall be not less than the par value thereof. Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration.
  2. No person holding shares as executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall be personally liable as a shareholder, but the estate and funds in the hands of said executor, administrator, conservator, guardian, trustee, assignee, or receiver shall be so liable. No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.
  3. Where it cannot be determined that shares which have been issued and outstanding for more than 12 years are fully paid and nonassessable, a determination by the board of directors that the net assets of a corporation applicable to such shares have a fair value at least equal to the stated capital represented by such shares, shall, in the absence of fraud, have the same effect as if such shares had been issued in consideration of such net assets upon such a determination made at the time of issuance, except that no such determination shall affect any rights of any then existing creditors.

§ 29-101.32.

Voting of shares--Board of directors; qualifications.

  1. The business and affairs of a corporation shall be managed by a board of directors. Directors need not be shareholders in the corporation unless the articles of incorporation or bylaws so provide. The articles of incorporation or bylaws may prescribe other qualifications for directors.
  2. Unless otherwise provided in the articles of incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any director, shall have authority to establish reasonable compensation of all directors or services to the corporation as directors, officers, or otherwise.

29-101.46.

Incorporators.

One or more natural persons of the age of 18 years or older may act as incorporators of a corporation by signing and filing in duplicate in the office of the Mayor articles of incorporation for the corporation.

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LLC

§29-1002.

Formation.

One or more persons may form a limited liability company by signing and filing articles of organization with the Mayor. Such person or persons need not be members of the limited liability company at the time of formation or after formation has occurred.

§ 29-1014.

Liability to third parties.

  1. Nothing in this section shall affect the liability of limited liability companies.
  2. Except as otherwise provided by this chapter or as expressly provided in the articles of organization, no member, manager, employee, or other agent of a limited liability company shall have any personal obligation for any debts, obligations, or liabilities of a limited liability company, whether such debts, obligations, or liabilities arise in contract, tort, or otherwise, solely by reason of being a member, manager, employee, or agent of a limited liability company.
  3. With respect to members of professional limited liability companies, a member shall be personally liable and accountable only for any negligent or wrongful acts or misconduct committed by such member, or by any individual under such member's supervision and control in the rendering of professional service on behalf of a professional limited liability company organized under this chapter. No member of a professional limited liability company shall be so personally liable and accountable merely because of such member's membership interest in the professional limited liability company.

§ 29-1017.

Management of limited liability company.

  1. Except to the extent that the articles of organization provide for management of a limited liability company by a manager or managers, management of a limited liability company shall be vested in its members.
  2. The articles of organization or operating agreement of a limited liability company may provide for classes or groups of members having such relative rights, powers, and duties as the articles of organization or operating agreement may provide, and may make provision for the future creation, in the manner provided in the articles of organization or operating agreement, of additional classes or groups of members having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members. The articles of organization or operating agreement of a limited liability company may provide for the taking of an action, including the amendment of the articles of organization or operating agreement, without the vote or approval of any member of class or group of members, including an action to create under the provisions of the articles of organization or operating agreement a class or group of limited liability company interests that was not previously outstanding.
  3. The articles of organization or operating agreement of a limited liability company may grant to all or certain identified members of a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members may be on a per capita, number, financial interest, class, group, or any other basis.
  4. Unless otherwise provided in the articles of organization or an operating agreement (1) the members of a limited liability company shall vote in proportion to their respective interests in the profits of the limited liability company, and (2) decisions concerning the affairs of the limited liability company shall require the consent of those members with voting rights holding at least a majority of the interests in profits of the limited liability company.
  5. Articles of organization or operating agreements which grant members a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

§ 29-1018.

Operating agreement.

  1. The members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business to the extent that such provisions are not inconsistent with the laws of the District or the articles of organization.
  2. An operating agreement may provide that:
    1. A member or manager who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and
    2. At the time or upon the happening of events specified in the operating agreement, a member or manager shall be subject to specified penalties or specified consequences.
  3. An initial operating agreement must be agreed to by all of the then members of the limited liability company.
  4. Unless otherwise provided in the articles of organization or an operating agreement, those members with voting rights holding at least a majority of the interests in profits of the limited liability company must agree to any amendment of an operating agreement.