District Of Columbia § 29-411.05 - Dismissal.
Full text of District Of Columbia D.C. Code § 29-411.05 — Dismissal., with citation guidance and answers to common questions.
§ 29-411.05. Dismissal.
29-411.05The Superior Court shall dismiss a derivative proceeding on motion by the nonprofit corporation if one of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by a majority vote of:
Independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or
A committee consisting of 2 or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum.
If a derivative proceeding is commenced after a determination has been made rejecting a demand by a member, the complaint shall allege with particularity facts establishing that:
A majority of the board of directors did not consist of independent directors at the time the determination was made; or
The requirements of subsection (a) of this section have not been met.
If a majority of the board of directors does not consist of independent directors at the time the determination is made, the nonprofit corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.
The Superior Court may appoint a panel of one or more independent persons upon motion by the nonprofit corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving that the requirements of subsection (a) of this section have not been met.
A person is independent for purposes of this section if the person does not have:
A material interest in the outcome of the proceeding; or
A material relationship with a person that has such an interest.
None of the following by itself causes a director to be considered not independent for purposes of this section:
The nomination, election, or appointment of the director by persons that are defendants in the derivative proceeding or against whom action is demanded;
The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or
The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.
Annotations
Source: official District Of Columbia text · Last verified 2026-08-27
Frequently Asked Questions About District Of Columbia § 29-411.05
What does D.C. Code § 29-411.05 cover?
Section 29-411.05 ("Dismissal.") 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 § 29-411.05?
A common citation format is "D.C. Code § 29-411.05" (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 § 29-411.05 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.