This chapter may be cited as the "Uniform Limited Cooperative Association Act of 2010".
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Editor's Notes
Former § 29-1001.01 has been recodified as § 29A-1001.01.
Uniform Law
This section is based on § 101 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
For the purposes of this chapter, the term:
(1) "Board of directors" means the board of directors of a limited cooperative association.
(2) "Bylaws" means the bylaws of a limited cooperative association. The term "bylaws" shall include the bylaws as amended or restated.
(3) "Contribution", except as used in § 29-1010.08(c), means a benefit that a person provides to a limited cooperative association to become or remain a member or in the person's capacity as a member.
(4) "Cooperative" means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction.
(5) "Director" means a director of a limited cooperative association.
(6) "Distribution", except as used in § 29-1010.07(e), means a transfer of money or other property from a limited cooperative association to a member because of the member's financial rights or to a transferee of a member's financial rights.
(7) "Financial rights" means the right to participate in allocations and distributions as provided in subchapters X and XII of this chapter, but shall not include rights or obligations under a marketing contract governed by subchapter VII of this chapter.
(8) "Foreign cooperative" means an entity organized in a jurisdiction other than the District under a law similar to this chapter.
(9) "Investor member" means a member that has made a contribution to a limited cooperative association and is not:
(A) Required by the organic rules to conduct patronage with the association in the member's capacity as an investor member to receive the member's interest; or
(B) Permitted by the organic rules to conduct patronage with the association in the member's capacity as an investor member in order to receive the member's interest.
(10) "Limited cooperative association", "domestic limited cooperative association", "association", or "domestic association" means an association organized under this chapter.
(11) "Member" means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. The term "member" shall not include a person that has dissociated as a member.
(12) "Member's interest" means the interest of a patron member or investor member under § 29-1006.01.
(13) "Members meeting" means an annual members meeting or special meeting of members.
(14) "Organizer" means an individual who signs the initial articles of organization.
(15) "Patron member" means a member that has made a contribution to a limited cooperative association and is:
(A) Required by the organic rules to conduct patronage with the association in the member's capacity as a patron member to receive the member's interest; or
(B) Permitted by the organic rules to conduct patronage with the association in the member's capacity as a patron member to receive the member's interest.
(16) "Patronage" means business transactions between a limited cooperative association and a person which entitle the person to receive financial rights based on the value or quantity of business done between the association and the person.
(17) "Required information" means the information a limited cooperative association is required to maintain under § 29-1001.10.
(18) "Voting group" means any combination of one or more voting members in one or more districts or classes that under the organic rules or this chapter are entitled to vote and can be counted together collectively on a matter at a members meeting.
(19) "Voting member" means a member that, under the organic law or organic rules, has a right to vote on matters subject to vote by members under the organic law or organic rules.
(20) "Voting power" means the total current power of members to vote on a particular matter for which a vote may or is to be taken.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 102 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) A limited cooperative association organized under this chapter shall be an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:
(1) Ownership, financing, and receipt of benefits by the members for whose interests the association is formed; and
(2) Separate investments in the association by members who may receive returns on their investments and a share of control.
(b) The fact that a limited cooperative association does not have one or more of the characteristics described in subsection (a) of this section shall not alone prevent the association from being formed under, and governed by, this chapter and shall not alone provide a basis for an action against the association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 104 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) A limited cooperative association shall be an entity distinct from its members.
(b) A limited cooperative association may be organized for any lawful purpose, whether or not for profit.
(c) Unless the articles of organization state a term for a limited cooperative association's existence, the association shall have perpetual duration.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 105 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An association may maintain an action against a member for harm caused to the association by the member's violation of a duty to the association or of the organic law or organic rules.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 106 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
The law of the District shall govern the:
(1) Internal affairs of a limited cooperative association; and
(2) Liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 107 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) This chapter shall not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign cooperative, or its members.
(b) A limited cooperative association shall not conduct an activity that, under law of the District other than this chapter, shall be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the association conform to those requirements.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 109 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
To the extent a limited cooperative association or activities conducted by the association in the District meet the material requirements for other cooperatives entitled to an exemption from or immunity under § 29-937, the association and its activities shall be entitled to the exemption or immunity. This section shall not create any new exemption or immunity for an association or affect any exemption or immunity provided to a cooperative organized under any other law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 110 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) The 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.
(b) The matters referred to in paragraphs (1) through (11) of this subsection shall be varied only in the articles of organization. The articles may:
(1) State a term of existence for the association under § 29-1001.04(c);
(2) Limit or eliminate the acceptance of new or additional members by the initial board of directors under § 29-1003.03(b);
(3) Vary the limitations on the obligations and liability of members for association obligations under § 29-1005.04;
(4) Require a notice of an annual members meeting to state a purpose of the meeting under § 29-1005.08(b);
(5) Vary the board of directors meeting quorum under § 29-1008.15(a);
(6) Vary the matters the board of directors may consider in making a decision under § 29-1008.20;
(7) Specify causes of dissolution under § 29-1012.02(1);
(8) Delegate amendment of the bylaws to the board of directors pursuant to § 29-1004.05(f);
(9) Provide for member approval of asset dispositions under § 29-1014.01;
(10) Subject 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;
(11) Provide for permitting or making obligatory indemnification under § 29- 1009.01(a); and
(12) Provide for any matters that may be contained in the organic rules, including those under subsection (c) of this section.
(c) The matters referred to in this subsection shall be varied only in the organic rules. The organic rules may:
(1) Require more information to be maintained under § 29-1001.10 or provided to members under § 29-1005.05(k);
(2) Provide restrictions on transactions between a member and an association under § 29-1001.11;
(3) Provide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under § 29-1004.04(a);
(4) Provide for the percentage vote required to amend the bylaws concerning the admission of new members under § 29-1004.05(e)(5);
(5) Provide for terms and conditions to become a member under § 29-1005.02;
(6) Restrict the manner of conducting members meetings under §§ 29- 1005.06(c) and 29-1005.07(e);
(7) Designate the presiding officer of members meetings under §§ 29-1005. 06(e) and 29-1005.07(g);
(8) Require a statement of purposes in the annual meeting notice under § 29- 1005.08(b);
(9) Increase quorum requirements for members meetings under § 29-1005.10 and board of directors meetings under § 29-1008.15;
(10) Allocate 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;
(11) Authorize investor members and expand or restrict the transferability of members' interests to the extent provided in §§ 29-1006.02 through 29- 1006.04;
(12) Provide for enforcement of a marketing contract under § 29-1007.04(a);
(13) Provide 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;
(14) Restrict the manner of conducting board meetings and taking action without a meeting under §§ 29-1008.11 and 29-1008.12;
(15) Provide for frequency, location, notice, and waivers of notice for board meetings under §§ 29-1008.13 and 29-1008.14;
(16) Increase the percentage of votes necessary for board action under § 29- 1008.16(b);
(17) Provide for the creation of committees of the board of directors and matters related to the committees in accordance with § 29-1008.17;
(18) Provide for officers and their appointment, designation, and authority under § 29-1008.22;
(19) Provide for forms and values of contributions under § 29-1010.02;
(20) Provide for remedies for failure to make a contribution under § 29- 1010.03(b);
(21) Provide 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;
(22) Specify 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);
(23) Provide the personal representative, or other legal representative, of a deceased member or a member adjudged incompetent with additional rights under § 29-1011.03;
(24) Increase the percentage of votes required for board of director approval of:
(A) A resolution to dissolve under § 29-1012.05(a)(1);
(B) A proposed amendment to the organic rules under § 29-1004.02(a)(1);
(C) A transaction under Chapter 2 of this title;
(D) A plan of merger under § 29-1015.03(a); and
(E) A proposed disposition of assets under § 29-1014.03(1); and
(25) Vary the percentage of votes required for members approval of:
(A) A resolution to dissolve under § 29-1012.05;
(B) An amendment to the organic rules under § 29-1004.05;
(C) A plan of conversion under § 29-204.02;
(D) A plan of merger under § 29-1015.04; and
(E) A disposition of assets under § 29-1014.04.
(d) The organic rules shall address members' contributions pursuant to § 29- 1010.01.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 113 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) Subject to subsection (b) of this section, a limited cooperative association shall maintain in a record available at its principal office:
(1) A list containing the name, last known street address and, if different, mailing address, and term of office of each director and officer;
(2) The initial articles of organization and all amendments to and restatements of the articles, together with a signed copy of any power of attorney under which any article, amendment, or restatement has been signed;
(3) The initial bylaws and all amendments to and restatements of the bylaws;
(4) All filed articles of merger and statements filed under Chapter 2 of this title;
(5) All financial statements of the association for the 6 most recent years;
(6) The 6 most recent biennial reports delivered by the association to the Mayor;
(7) The minutes of members meetings for the 6 most recent years;
(8) Evidence of all actions taken by members without a meeting for the 6 most recent years;
(9) A list containing:
(A) The name, in alphabetical order, and last known street address and, if different, mailing address of each patron member and each investor member; and
(B) If the association has districts or classes of members, information from which each current member in a district or class may be identified;
(10) The federal income tax returns, any state and local income tax returns, and any tax reports of the association for the 6 most recent years;
(11) Accounting records maintained by the association in the ordinary course of its operations for the 6 most recent years;
(12) The minutes of directors meetings for the 6 most recent years;
(13) Evidence of all actions taken by directors without a meeting for the 6 most recent years;
(14) The amount of money contributed and agreed to be contributed by each member;
(15) A description and statement of the agreed value of contributions other than money made and agreed to be made by each member;
(16) The times at which, or events on the happening of which, any additional contribution is to be made by each member;
(17) For each member, a description and statement of the member's interest or information from which the description and statement can be derived; and
(18) All communications concerning the association made in a record to all members, or to all members in a district or class, for the 6 most recent years.
(b) If a limited cooperative association has existed for less than the period for which records must be maintained under subsection (a) of this section, the period for which records must be kept shall be the period of the association's existence.
(c) The organic rules may require that more information be maintained.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 114 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
Subject to §§ 29-1008.18 and 29-1008.19 and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and do other business with a limited cooperative association in the same manner as a person that is not a member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 115 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
A person may have a patron member's interest and an investor member's interest. When such person acts as a patron member, the person shall be subject to this chapter and the organic rules governing patron members. When such person acts as an investor member, the person shall be subject to this chapter and the organic rules governing investor members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 116 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
