1. (a) A plan of conversion of a domestic converting entity may be amended:

   1. (1) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or

   2. (2) By the governors or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:

      1. (A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;
      2. (B) The public organic record or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
      3. (C) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.

2. (b) After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective, the plan may be abandoned:

   1. (1) As provided in the plan; or
   2. (2) Unless prohibited by the plan, in the same manner as the plan was approved.

3. (c) If a plan of conversion is abandoned after a statement of conversion has been delivered to the Mayor for filing and before the statement of conversion becomes effective, a statement of abandonment, signed on behalf of the entity, shall be delivered to the Mayor for filing before the time the statement of conversion becomes effective. The statement of abandonment shall be effective upon filing by the Mayor, and the conversion shall be abandoned and shall not become effective. The statement of abandonment shall contain:

   1. (1) The name of the converting entity;
   2. (2) The date on which the statement of conversion was filed; and
   3. (3) A statement that the conversion has been abandoned in accordance with this section.

History

July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720

Mar. 5, 2013, D.C. Law 19-210, § 2(b)(20), 59 DCR 13171

Editor's Notes

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “money” for “cash” in (a)(2)(A); substituted “record” for “document” in (a)(2)(B); and in (c), twice substituted “delivered to the Mayor for filing” for “filed with the Mayor”, substituted “the statement of conversion” for “the filing”, and substituted “upon filing by the Mayor” for “upon filing.”