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D.C. Municipal Regulations (Last Updated: September 13, 2017) |
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Title 17. BUSINESS, OCCUPATIONS, AND PROFESSIONALS |
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Chapter 17-7. BUSINESS ORGANIZATIONS |
Section 17-704. REQUIREMENTS FOR NONPROFIT CORPORATIONS FORMED BEFORE JANUARY 1, 1963 THAT WERE NOT SUBJECT TO THE DISTRICT OF COLUMBIA NONPROFIT CORPORATION ACT OF 1962
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704.1This section shall apply to any nonprofit corporation formed in the District of Columbia before January 1, 1963 that did not elect to become subject to the District of Columbia Nonprofit Corporation Act of 1962, approved August 6, 1962 (76 Stat. 265; D.C. Official Code § 29-301.01 et seq. (2011 Repl.) (recodified as D.C. Official Code § 29A-301.01 et seq. (2011 Repl.)).
704.2Until January 1, 2014, but not afterwards, a nonprofit corporation described in § 704.1 shall be governed by the statute under which it was formed as if that statute had not been repealed unless, before that date, the corporation elects to avail itself of the Act as provided in § 704.3.
704.3Before January 1, 2014, a nonprofit corporation described in § 704.1 shall become subject to the Act if it:
(a)Adopts a resolution in accordance with the corporation’s articles and bylaws expressly electing to become subject to the Act; and
(b)Files the following with the Superintendent:
(1)The resolution described in § 704.3(a);
(2)A copy of the corporation’s articles of incorporation; and
(3)If the corporation has members and this is not stated in the articles of incorporation, an amendment to the articles of incorporation, adopted in accordance with D.C. Official Code § 29-408.01 et seq. (2011 Repl.), that states that the corporation has members.
704.4A resolution under § 704.3(a) is sufficient if it is adopted in accordance with the articles of incorporation or bylaws of the nonprofit corporation and contains the following language, or substantially similar language:
“RESOLUTION
“Pursuant to D.C. Official Code § 29-107.01(b)(2) (2011 Repl.), the [insert name of nonprofit corporation] hereby elects to become subject to the District of Columbia Business Organizations Code (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)).”
704.5A nonprofit corporation described in § 704.3 shall file a biennial report by April 1, 2014 and shall otherwise comply with, and be subject to, the Act and this chapter.
704.6A nonprofit corporation that complies with § 704.3 shall be deemed to have been incorporated under the Act for purposes of D.C. Official Code § 29-402.02(a)(3) (2011 Repl.).
704.7Subject to §§ 704.8, 704.9, and 704.10, a nonprofit corporation described in § 704.1 may elect not to be subject to the Act if it does all of the following before January 1, 2014:
(a)Adopts a resolution in accordance with the corporation’s articles and bylaws expressly electing not to become subject to the Act;
(b)Files the following with the Superintendent:
(1)A copy of the resolution described in § 704.7(a);
(2)A copy of the corporation’s articles of incorporation; and
(3)A list of the names and addresses of all current directors and officers of the corporation; and
(c)Files a designation of a registered agent pursuant to D.C. Official Code § 29-104.04 (2011 Repl.).
704.8A nonprofit corporation described in §704.7 shall:
(a)File a biennial report before April 1, 2014;
(b)File subsequent biennial reports every two (2) years following the first April 1 filing; and
(c)Maintain a registered agent at all times.
704.9If a nonprofit corporation described in § 704.7 fails to comply strictly and completely with all of the requirements of § 704.7 or § 704.8, at any time, the corporation shall irrevocably become subject to the Act.
704.10A nonprofit corporation described in § 704.1 that has elected not to be subject to the Act in accordance with § 704.7 may become subject to the Act by following the procedures in § 704.3.
704.11If a nonprofit corporation described in § 704.7 is administratively dissolved for failing to file a biennial report or failing to maintain a registered agent, the corporation must elect to be subject to the Act in order to apply for reinstatement.
704.12On January 1, 2014, a nonprofit corporation described in § 704.1 that did not elect to become subject to the Act pursuant to § 704.3 or not to be subject to the Act pursuant to § 704.7 shall irrevocably become subject to the Act.
704.13A nonprofit corporation described in § 704.12 shall:
(a)On or before April 1, 2014, file:
(1)A biennial report:
(2)A copy of the corporation’s articles of incorporation;
(3)A list of the names and addresses of the current directors and officers of the corporation; and
(4)If the corporation has members and this is not stated in the articles of incorporation, an amendment to the articles of incorporation, adopted in accordance with D.C. Official Code § 29-408.01 et seq. (2011 Repl.), that states that the corporation has members.
(b)File subsequent biennial reports every two (2) years following the first April 1 filing; and
(c)Maintain a registered agent pursuant to D.C. Official Code § 29-104.04 (2011 Repl.).
704.14A nonprofit corporation described in § 704.12 that complies with § 704.13 shall be deemed to have been incorporated under the Act for purposes of D.C. Official Code § 29-402.02(a)(3) (2011 Repl.).
704.15If a nonprofit corporation described in § 704.12 does not comply with § 704.12(a), it may be administratively dissolved.
704.16A nonprofit corporation described in § 704.12 that is administratively dissolved may apply for reinstatement subject to the requirements D.C. Official Code § 29-106.03 (2011 Repl.), provided that the corporation files the documents specified in § 704.13(a).