As part of a recent move to revise its body of business law, the Council of Washington D.C. has adopted an amended Title 29 of the District of Columbia Code on Business Organizations. Chapter 4 applies specifically to rules pertaining to Nonprofit Organizations. Also known as the Nonprofit Corporation Act of 2010 (the “Act”), as of January 2012, chapter 4 has applied to all non-profit corporations that existed after 1962. Nonprofit corporations that existed prior to 1962 will have until January 2014 to give notice waiving application of the Act to their operations. If pre-1962 corporations fail to file such notice by January 2014, the Act will apply to their operations.
A nonprofit organization’s Articles of Incorporation or Bylaws may replace most of the provisions of the Act. The Articles of Incorporation or bylaws serve as a set of specific laws that govern the operations and structure of each individual corporation. The revised Act may still provide new benefits for such companies. For instance, under section 29-102.11 of the Act, nonprofit corporations must now file their biennial reports by April 1st, not January 15th. In addition, according to section §29-401.03, nonprofit organizations must give notice in the form of a record. Under the Act, a “record” includes e-mails, taxes, and telegrams. However, a nonprofit corporation may include a provision in its Articles of Incorporation of bylaws, allowing for oral notice. The Act also allows nonprofit organizations to provide for electronic meetings– annual, regular, or special–under section 29-405.01-02. In the case of elections, section 29-405.28 now allows nonprofit corporations to appoint election inspectors to manage elections. When forming committees, the Act allows nonprofit organizations to only have a single member as the director of the committee. Furthermore, whereas nonprofit corporations’ directors held fiduciary duties towards the organization, including, but not necessarily limited to, duty of loyalty and duty of care under case law, now section 29-406.30-31 of the Act holds such duties. Finally, under section 29-406.70 of the Act, a transaction that bears the risk of a conflict of interest is not automatically voidable if the corporation has taken the steps to approve the transaction with shareholders. Additionally, a conflict of interest transaction may not necessarily be voidable if the corporation can demonstrate that the transaction was fair to the organization at the time that it was approved by the board of directors.
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