District Of Columbia § 29-301.21 - Qualified director.

Full text of District Of Columbia D.C. Code § 29-301.21 — Qualified director., with citation guidance and answers to common questions.

§ 29-301.21. Qualified director.

29-301.21
(a)

For the purposes of this section, the term:

(1)

“Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.

(2)

“Material relationship” means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.

(b)

A qualified director is a director who:

(1)

At the time action is to be taken under , does not have:

(A)

A material interest in the outcome of the proceeding; or

(B)

A material relationship with a person that has such an interest;

(2)

At the time action is to be taken under or 29-306.55:

(A)

Is not a party to the proceeding;

(B)

Is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation’s interest in a business opportunity under , which transaction or disclaimer is challenged in the proceeding; and

(C)

Does not have a material relationship with a director described in either subparagraph (A) or (B) of this paragraph;

(3)

At the time action is to be taken under , is not a director:

(A)

As to whom the transaction is a director’s conflicting interest transaction; or

(B)

Who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or

(4)

At the time action is to be taken under , would be a qualified director under subsection (b)(3) of this section if the business opportunity were a director’s conflicting interest transaction.

(c)

The presence of one or more of the following circumstances shall not by itself prevent a director from being a qualified director:

(1)

Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;

(2)

Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or

(3)

With respect to action to be taken under , status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.

Annotations

Source: official District Of Columbia text · Last verified 2026-08-27

Frequently Asked Questions About District Of Columbia § 29-301.21

What does D.C. Code § 29-301.21 cover?

Section 29-301.21 ("Qualified director.") is part of the D.C. Code, the codified statutory law of District Of Columbia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite District Of Columbia § 29-301.21?

A common citation format is "D.C. Code § 29-301.21" (District Of Columbia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of District Of Columbia law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the District Of Columbia official source linked on this page or consult a licensed District Of Columbia attorney.

How does District Of Columbia § 29-301.21 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in District Of Columbia can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in District Of Columbia.