District Of Columbia § 29-306.72 - Directors’ action.
Full text of District Of Columbia D.C. Code § 29-306.72 — Directors’ action., with citation guidance and answers to common questions.
§ 29-306.72. Directors’ action.
29-306.72Except as otherwise provided in subsection (b) of this section, directors’ action respecting a director’s conflicting interest transaction shall be effective for the purposes of if the transaction has been authorized by the affirmative vote of a majority, but no fewer than 2, of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section; provided, that:
The qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and
If the action has been taken by a committee, all members of the committee were qualified directors; and
The committee was composed of all the qualified directors on the board of directors; or
The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
Notwithstanding subsection (a) of this section, when a transaction is a director’s conflicting interest transaction only because a related person described in or (F) is a party to or has a material financial interest in the transaction, the conflicted director shall not be obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule; provided, that the conflicted director discloses to the qualified directors voting on the transaction:
All information required to be disclosed that is not so violative;
The existence and nature of the director’s conflicting interest; and
The nature of the conflicted director’s duty not to disclose the confidential information.
A majority, but no fewer than 2, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for the purposes of action that complies with this section.
If directors’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Annotations
Source: official District Of Columbia text · Last verified 2026-08-27
Frequently Asked Questions About District Of Columbia § 29-306.72
What does D.C. Code § 29-306.72 cover?
Section 29-306.72 ("Directors’ action.") 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 § 29-306.72?
A common citation format is "D.C. Code § 29-306.72" (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 § 29-306.72 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.