§ 29-401.02. Definitions.

(1) "Board" or "board of directors" means the group of individuals responsible for the management of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the group. The term includes a designated body to the extent:

(2) "Bylaws" means the code of rules, other than the articles of incorporation, adopted for the regulation and governance of the internal affairs of the nonprofit corporation, regardless of the name or names used to refer to those rules.

(3) "Charitable corporation" means a domestic nonprofit corporation that is operated primarily or exclusively for one or more charitable purposes.

(4) "Charitable purpose" means a purpose that:

(5) "Conspicuous" means so written, displayed, or presented that a reasonable person against which it is to operate should have noticed it. Conspicuous terms include:

(6) "Corporation", "domestic corporation", "domestic nonprofit corporation", or "nonprofit corporation" means a corporation incorporated under or subject to this chapter that is not a foreign corporation.

(7) "Delegate" means a person elected or appointed to vote in a representative assembly for the election of directors or on other matters.

(8) "Designated body" means a person or group, other than a committee of the board of directors, that has been vested by the articles of incorporation or bylaws with powers that, if not vested by the articles or bylaws in that person or group, would be required by this chapter to be exercised by the board or the members.

(9) "Director" means an individual designated, elected, or appointed, by that or any other name or title, to act as a member of the board of directors, while the individual is holding that position. The term "director" shall not include a member of a designated body, as such.

(10) "Domestic unincorporated entity" means an unincorporated entity whose internal affairs are governed by the laws of the District.

(11) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(12) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

(13) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign business corporation.

(14) "Eligible interests" means interests or shares.

(15) "Employee" does not include an individual serving as an officer or director who is not otherwise employed by the corporation.

(16) "Entitled to vote" means entitled to vote on the matter under consideration pursuant to the articles of incorporation or bylaws of the nonprofit corporation or any applicable controlling provision of law.

(17) "Foreign business corporation" means a corporation for profit incorporated under a law other than the law of the District that would be a business corporation if incorporated under the law of the District.

(18) "Foreign nonprofit corporation" means a corporation incorporated under a law other than the law of the District that would be a nonprofit corporation if incorporated under the law of the District.

(19) "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than the District.

(20) "Fundamental transaction" means an amendment of the articles of incorporation or bylaws, merger, membership exchange, sale of all or substantially all of the assets, domestication, conversion, or dissolution of a nonprofit corporation.

(21) "Interest holder liability" means personal liability for a debt, obligation, or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person:

(22) "Material interest" means an actual or potential benefit or detriment, other than one that would devolve on the nonprofit corporation or the members generally, that would reasonably be expected to impair the objectivity of an individual's judgment when participating in the action to be taken.

(23) "Material relationship" means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of an individual's judgment when participating in the action to be taken.

(24) "Member" means:

(25) "Membership" means the rights and any obligations of a member in a nonprofit corporation.

(26) "Membership corporation" means a nonprofit corporation whose articles of incorporation or bylaws provide that it must have members.

(27) "Nonmembership corporation" means a nonprofit corporation whose articles of incorporation or bylaws do not provide that it must have members.

(28) "Nonqualified foreign corporation" means a foreign corporation that is not authorized to conduct activities in the District.

(29) "Officer" includes:

(30) "Organic record" means a public organic record or the private organic rules.

(31) "Record date" means the date established under § 29-405.07 on which a nonprofit corporation determines the identity of its members and the membership interests they hold for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(32) "Religious corporation" means a domestic nonprofit corporation that is a church or an integrated auxiliary of a church, as defined under the federal Internal Revenue Code or regulations promulgated thereunder, or any other such nonprofit corporation whose principal purpose is the advancement of religion.

(33) "Secretary" means the corporate officer to whom the articles of incorporation, bylaws, or board of directors has delegated responsibility under § 29-406.40(b) for custody of the minutes of the meetings of the board of directors, any designated body, committees, and the members, and for authenticating records of the nonprofit corporation.

(34) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.

(35) "Shares" means the units into which the proprietary interests in a business corporation are divided.

(36) "Unincorporated entity" means an organization that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not a domestic or foreign business or nonprofit corporation, an estate, a trust, a governmental subdivision, a state, the United States, or a foreign government. The term "unincorporated entity" includes a general partnership, limited liability company, limited partnership, limited cooperative association, business or statutory trust, joint stock association, and unincorporated nonprofit association.

(37) "Vote", "voting", or "casting a vote" includes the giving of consent in the form of a record without a meeting. The term does not include either recording the fact of abstention or failing to vote for a candidate or for approval or disapproval of a matter, whether or not the person entitled to vote characterizes such conduct as voting or casting a vote.

(38) "Voting group" means one or more classes of members that under the articles of incorporation, bylaws, or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles of incorporation, bylaws, or this chapter to vote generally on the matter are for that purpose a single voting group.

(39) "Voting power" means the current power to vote in the election of directors or delegates, or to vote on approval of any type of fundamental transaction.