title: RCW 23.100.0409

text:
(1) A member may waive notice of a members meeting before, during, or after the meeting.
(2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
[ 2019 c 37 s 409.]

catchline: Waiver of members meeting notice.


doc_type: statute

jurisdiction: wa

title: RCW 23.100.0410

text:
Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting constitute a quorum.
[ 2019 c 37 s 410.]

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: Quorum of members.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 23.100.0411

text:
Except as provided by RCW 23.100.0412(1), each patron member has one vote. The organic rules may allocate voting power among patron members as provided in RCW 23.100.0412(1).
[ 2019 c 37 s 411.]

catchline: Voting by patron members.


title: RCW 23.100.0412

text:
(1) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following:
(a) One member, one vote;
(b) Use or patronage; or
(c) If a patron member is a cooperative, the number of its patron members.
(2) The organic rules may provide for the allocation of patron member voting power by districts or class, or any combination thereof.
[ 2019 c 37 s 412.]

catchline: Allocation of voting power of patron members.


title: RCW 23.100.0413

text:
If the organic rules provide for investor members, each investor member has one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
[ 2019 c 37 s 413.]

catchline: Voting by investor members.


title: RCW 23.100.0414

text:
If a limited cooperative association has both patron and investor members, the following rules apply:
(1) The total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote.
(2) Action on any matter is approved only upon the affirmative vote of at least a majority of:
(a) All members voting at the meeting unless more than a majority is required by RCW 23.100.0301 through 23.100.0307, 23.100.1001 through 23.100.1013, or 23.100.1201 through 23.100.1204 or the organic rules; and
(b) Votes cast by patron members unless the organic rules require a larger affirmative vote by patron members.
(3) The organic rules may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.
[ 2019 c 37 s 414.]

catchline: Voting requirements for members.


title: RCW 23.100.0415

text:
(1) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection does not prohibit delegate voting based on district or class.
(2) If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, if investor members are permitted, an investor member may appoint only another investor member as a proxy.
(3) The organic rules may provide for the manner of and provisions governing the appointment of a proxy.
(4) The organic rules may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
[ 2019 c 37 s 415.]

catchline: Manner of voting.


title: RCW 23.100.0416

text:
(1) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if the action is approved by members entitled to vote on the action in the aggregate not less than the minimum number of votes that would be necessary to approve that action at a meeting of which all members entitled to vote on the action were present and voted. Action may be approved by members without a meeting or a vote by means of execution of a single consent or multiple consents in a record to the action.
(2) Consent under subsection (1) of this section may be withdrawn by a member in a record at any time before the limited cooperative association receives a consent from each member entitled to vote.
(3) Consent to any action may specify the effective date or time of the action.
[ 2019 c 37 s 416.]

catchline: Action without a meeting.


title: RCW 23.100.0417

text:
(1) The organic rules may provide for the formation of geographic districts of patron members and:
(a) For the conduct of patron member meetings by districts and the election of directors at the meetings; or
(b) That districts may elect district delegates to represent and vote for the district at members meetings.
(2) A delegate elected under subsection (1)(b) of this section has one vote unless voting power is otherwise allocated by the organic rules.
(3) The organic rules may provide for the establishment of classes of members, for the preferences, rights, and limitations of the classes, and:
(a) For the conduct of members meetings by classes and the election of directors at the meetings; or
(b) That classes may elect class delegates to represent and vote for the class in members meetings.
(4) A delegate elected under subsection (3)(b) of this section has one vote unless voting power is otherwise allocated by the organic rules.
[ 2019 c 37 s 417.]

catchline: Districts and delegates—Classes of members.


title: RCW 23.100.0418

text:
(1) For a limited cooperative association to approve a plan for a transaction under RCW 23.100.1301 through 23.100.1320, the plan must be approved by a majority of the board of directors, or a greater vote if required by the organic rules, and the board shall call a members meeting to consider the plan, hold the meeting not later than ninety days after approval of the plan by the board, and, subject to RCW 23.100.0419, mail or otherwise transmit or deliver in a record to each member:
(a) The plan, or a summary of the plan and a statement of the manner in which a copy of the plan in a record reasonably may be obtained by a member;
(b) A recommendation that the members approve the plan, or if the board determines that because of a conflict of interest or other circumstances it should not make a favorable recommendation, the basis for that determination;
(c) A statement of any condition of the board's submission of the plan to the members; and
(d) Notice of the meeting at which the plan will be considered, which must be given in the same manner as notice of a special meeting of members.
(2) Subject to subsections (3) and (4) of this section, a plan must be approved by:
(a) At least two-thirds of the voting power of members present at a members meeting called under subsection (1) of this section; and
(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(3) The organic rules may provide that the required vote under subsection (2)(a) of this section be:
(a) A different fraction that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of (a) and (b) of this subsection.
(4) The vote required under subsections (2) and (3) of this section to approve a plan may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(5) A member's consent in a record to a plan must be delivered to the limited cooperative association before delivery to the secretary of state for filing of articles of merger or conversion if, as a result of the merger or conversion, the member will have interest holder liability for debts, obligations, or other liabilities that are incurred after the transaction becomes effective.
(6) The voting requirements for districts, classes, or voting groups under RCW 23.100.0304 apply to approval of a transaction under RCW 23.100.1301 through 23.100.1320.
[ 2019 c 37 s 418.]

catchline: Approval of certain transactions.


title: RCW 23.100.0419

text:
(1) A consumer cooperative organized under this chapter may satisfy any provisions of this chapter requiring that certain information or materials must be set forth in a writing accompanying or contained in the notice of a meeting of its members, by:
(a) Posting the information or materials on an electronic network not less than thirty days prior to the meeting at which such information or materials will be considered by members; and
(b) Delivering to those members who are eligible to vote a notification, either in a meeting notice authorized under this chapter or in such other reasonable form as the board of directors may specify, setting forth the address of the electronic network at which and the date after which such information or materials will be posted and available for viewing by members eligible to vote, together with comprehensible instructions regarding how to obtain access to the information and materials posted on the electronic network.
(2) A consumer cooperative that elects to post information or materials required by this chapter on an electronic network shall, at its expense, provide a copy of such information or materials in a written or other tangible medium to any member who is eligible to vote and so requests.
[ 2019 c 37 s 419.]

catchline: Notice to members of consumer cooperative.


title: RCW 23.100.0501

text:
A member's interest:
(1) Is personal property;
(2) Consists of:
(a) Governance rights;
(b) Financial rights; and
(c) The right or obligation, if any, to do business with the limited cooperative association; and
(3) May be in certificated or uncertificated form.
[ 2019 c 37 s 501.]

catchline: Member's interest.


title: RCW 23.100.0502

text:
(1) Unless the organic rules establish investor members' interests, a member's interest is a patron member's interest.
(2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person:
(a) If admitted as a patron member, remains a patron member;
(b) If admitted as an investor member, remains an investor member; and
(c) If admitted as a patron member and investor member remains a patron and investor member if not dissociated in one of the capacities.
[ 2019 c 37 s 502.]

catchline: Patron and investor members' interests.


title: RCW 23.100.0503

text:
(1) The provisions of this chapter relating to the transferability of a member's interest are subject to Title 62A RCW.
(2) Unless the organic rules otherwise provide, a member's interest other than financial rights is not transferable.
(3) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer its financial rights in the limited cooperative association.
(4) The terms of any restriction on transferability of financial rights must be:
(a) Set forth in the organic rules and the member records of the association; and
(b) Conspicuously noted on any certificates evidencing a member's interest.
(5) A transferee of a member's financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.
(6) A transferee of a member's financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.
(7) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.
(8) A transfer of a member's financial rights in violation of a restriction on transfer contained in the organic rules is ineffective if the intended transferee has notice of the restriction at the time of transfer.
[ 2019 c 37 s 503.]

catchline: Transferability of member's interest.


title: RCW 23.100.0601

text:
(1) A limited cooperative association must have a board of directors of at least three individuals, unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members.
(2) The affairs of a limited cooperative association must be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the organic rules or this chapter.
(3) An individual is not an agent for a limited cooperative association solely by being a director.
[ 2019 c 37 s 601.]

catchline: Board of directors.


title: RCW 23.100.0602

text:
A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or other liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.
[ 2019 c 37 s 602.]

catchline: No liability as director for limited cooperative association's obligations.


title: RCW 23.100.0603

text:
(1) Unless the organic rules otherwise provide, and subject to subsection (3) of this section, each director of a limited cooperative association must be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director. Initial directors need not be members.
(2) Unless the organic rules otherwise provide, a director may be an officer or employee of the limited cooperative association.
(3) If the organic rules provide for nonmember directors, at least two-thirds of the directors must be members.
(4) The organic rules may provide qualifications for directors in addition to those in this section.
[ 2019 c 37 s 603.]

catchline: Qualifications of directors.


title: RCW 23.100.0604

text:
(1) Unless the organic rules require a greater number:
(a) At least one-third of the directors must be patron members; and
(b) A majority of the board of directors must be elected exclusively by patron members.
(2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members are elected by the investor members.
(3) Subject to subsection (1) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.
(4) Subject to subsection (1) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.
(5) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.
(6) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited.
(7) Except as otherwise provided by the organic rules, subsection (5) of this section, or RCW 23.100.0202, 23.100.0416, 23.100.0417, and 23.100.0609, member directors must be elected at an annual members meeting.
[ 2019 c 37 s 604.]

catchline: Election of directors and composition of board.


title: RCW 23.100.0605

text:
(1) Unless the organic rules otherwise provide, and subject to subsections (3) and (4) of this section and RCW 23.100.0202(4), the term of a director expires at the annual members meeting following the director's election or appointment. The term of a director may not exceed three years.
(2) Unless the organic rules otherwise provide, a director may be reelected.
(3) Except as otherwise provided in subsection (4) of this section, a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.
(4) Unless the organic rules otherwise provide, a director does not serve the remainder of the director's term if the director ceases to qualify to be a director.
[ 2019 c 37 s 605.]

catchline: Term of director.


title: RCW 23.100.0606

text:
A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.
[ 2019 c 37 s 606.]

catchline: Resignation of director.


title: RCW 23.100.0607

text:
Unless the organic rules otherwise provide, the following rules apply:
(1) Members may remove a director with or without cause.
(2) A member or members holding at least ten percent of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more executed petitions submitted to the officer of the limited cooperative association charged with keeping its records.
(3) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:
(a) Not later than thirty days following receipt of the petition by the association, mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting which complies with RCW 23.100.0408; and
(b) Call a special meeting of members to be held at least ten and not more than one hundred twenty days after providing the notice required by (a) of this subsection.
(4) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
[ 2019 c 37 s 607.]

catchline: Removal of director.


title: RCW 23.100.0608

text:
(1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:
(a) Fraudulent conduct with respect to the association or its members;
(b) Abuse of the position of director;
(c) Intentional or reckless infliction of harm on the association;
(d) Failure to substantially perform the duties of a director;
(e) Actions not in the best interests of the association;
(f) Behavior that is disruptive to the proceedings of the board of directors; or
(g) Any other behavior, act, or omission as provided by the organic rules.
(2) A suspension under this section is effective until the next meeting of members at which directors are elected.
(3) A director suspended under this section is, during the period of suspension, treated as though not a director.
(4) A suspension under this section requires concurrence of two-thirds of the full membership of the board of directors, excluding the director who is the subject of the vote to suspend.
[ 2019 c 37 s 608.]

catchline: Suspension of director by board.


title: RCW 23.100.0609

text:
(1) Unless the organic rules otherwise provide, a vacancy on the board of directors must be filled within a reasonable time by majority vote of the remaining directors.
(2) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:
(a) The new director must be of that class or district; and
(b) The selection of the director for the unexpired term must be conducted in the same manner as would the selection for that position without a vacancy.
(3) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.
[ 2019 c 37 s 609.]

catchline: Vacancy on board.


title: RCW 23.100.0610

text:
Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under RCW 23.100.0617(1).
[ 2019 c 37 s 610.]

catchline: Remuneration of directors.


title: RCW 23.100.0611

text:
(1) A board of directors shall meet at least annually and may hold meetings inside or outside this state.
(2) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.
[ 2019 c 37 s 611.]

catchline: Meetings.


title: RCW 23.100.0612

text:
(1) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.
(2) Consent under subsection (1) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.
(3) A record of consent for any action under subsection (1) of this section may specify the effective date or time of the action.
[ 2019 c 37 s 612.]

catchline: Action without meeting.


title: RCW 23.100.0613

text:
(1) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.
(2) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors must be given to all directors at least two days before the meeting.
(3) The organic rules may require that the notice under subsection (2) of this section contain a statement of the purpose of the meeting, and may additionally require that the meeting be limited to the matters contained in the statement.
[ 2019 c 37 s 613.]

catchline: Meetings and notice.


title: RCW 23.100.0614

text:
(1) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.
(2) Unless the organic rules otherwise provide, a director's participation in a meeting is a waiver of notice of that meeting unless the director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting.
[ 2019 c 37 s 614.]

catchline: Waiver of notice of meeting.


title: RCW 23.100.0615

text:
(1) Unless the articles of organization provide for a different number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. The articles of organization may not provide for a quorum that is less than one-third of the total number of directors specified by the organic rules.
(2) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.
(3) A director present at a meeting but objecting to notice under RCW 23.100.0614(2) does not count toward a quorum.
[ 2019 c 37 s 615.]

catchline: Quorum.


title: RCW 23.100.0616

text:
(1) Each director shall have one vote for purposes of decisions made by the board of directors.
(2) Unless the organic rules provide for a greater number, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.
[ 2019 c 37 s 616.]

catchline: Voting.


title: RCW 23.100.0617

text:
(1) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.
(2) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.
(3) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee.
(4) Unless the organic rules otherwise provide, each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee may not:
(a) Approve allocations or distributions except according to a formula or method prescribed by the board of directors;
(b) Approve or propose to members action requiring approval of members; or
(c) Fill vacancies on the board of directors or any of its committees.
[ 2019 c 37 s 617.]

catchline: Committees.


title: RCW 23.100.0618

text:
Except as otherwise provided in RCW 23.100.0620:
(1) The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 23B RCW; and
(2) The liability of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 23B RCW.
[ 2019 c 37 s 618.]

catchline: Standards of conduct and liability.


title: RCW 23.100.0619

text:
(1) The law applicable to conflicts of interest between a director of an entity organized under Title 23B RCW governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.
(2) A director does not have a conflict of interest under chapter 23.95 RCW and this chapter or the organic rules solely because the director's conduct relating to the duties of the director may further the director's own interest.
[ 2019 c 37 s 619.]

catchline: Conflict of interest.


title: RCW 23.100.0620

text:
Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long and short term interest of the association and its members, may consider any or all of:
(1) The interest of employees, customers, and suppliers of the association;
(2) The interest of the local, state, national, or world community in which the association operates;
(3) The environment; and
(4) Other cooperative principles and values that may be applied in the context of the decision.
[ 2019 c 37 s 620.]

catchline: Other considerations of directors.


title: RCW 23.100.0621

text:
A director or a member of a committee appointed under RCW 23.100.0617 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director's duties as director or the committee member's duties as a member of the committee. Information obtained in accordance with this section may not be used in any manner that would violate any duty of or to the association.
[ 2019 c 37 s 621.]

catchline: Right of director or committee member to information.


title: RCW 23.100.0622

text:
(1) A limited cooperative association has the officers:
(a) Provided in the organic rules; or
(b) Established by the board of directors in a manner not inconsistent with the organic rules.
(2) The organic rules may designate or, if the organic rules do not designate, the board of directors shall designate, one of the association's officers for preparing all records required by RCW 23.100.0110 and for the authentication of records.
(3) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the limited cooperative association.
(4) Officers of a limited cooperative association shall perform the duties the organic rules prescribe or as authorized by the board of directors in a manner consistent with the organic rules.
(5) The election or appointment of an officer of a limited cooperative association does not of itself create a contract between the association and the officer.
(6) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.
[ 2019 c 37 s 622.]

catchline: Appointment and authority of officer.


title: RCW 23.100.0623

text:
(1) The board of directors may remove an officer at any time with or without cause.
(2) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective when the notice is given.
[ 2019 c 37 s 623.]

catchline: Resignation and removal of officers.


title: RCW 23.100.0701

text:
(1) Indemnification and advancement of expenses of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by Title 23B RCW.
(2) A limited cooperative association may purchase and maintain insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent and subject to the same conditions as provided by Title 23B RCW.
[ 2019 c 37 s 701.]

catchline: Indemnification and advancement of expenses—Insurance.


title: RCW 23.100.0801

text:
Unless the organic rules establish the amount, manner, or method of determining any contribution requirements for members, the board of directors may establish the amount, manner, or other method of determining any contribution requirements for members.
[ 2019 c 37 s 801.]

catchline: Members' contributions.


title: RCW 23.100.0802

text:
(1) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of property transferred to, services performed for, or another benefit provided to the association or an agreement to transfer property to, perform services for, or provide another benefit to the association.
(2) The receipt and acceptance of contributions and the valuation of contributions must be reflected in a limited cooperative association's records.
(3) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member's contributions received or to be received and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member's contribution obligation has been met.
[ 2019 c 37 s 802.]

catchline: Contribution and validation.


title: RCW 23.100.0803

text:
(1) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association must be allocated in the same proportion as profits.
(2) Unless the organic rules otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members.
(3) If a limited cooperative association has investor members, the organic rules may not reduce the allocation to patron members to less than fifty percent of profits. For purposes of this subsection, the following rules apply:
(a) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members.
(b) Amounts paid, due, or allocated to investor members as a stated fixed return on equity are considered amounts allocated to investor members.
(4) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (1) through (3) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:
(a) An unallocated capital reserve; and
(b) Reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, and cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.
(5) Subject to subsections (2) and (6) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (4) of this section:
(a) To patron members in the ratio of each member's patronage to the total patronage of all patron members during the period for which allocations are to be made; and
(b) To investor members, if any, in the ratio of each investor member's contributions to the total contributions of all investor members.
(6) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members' contributions, or other equitable methods.
[ 2019 c 37 s 803.]

catchline: Allocation of profits and losses.


title: RCW 23.100.0804

text:
(1) Unless the organic rules otherwise provide and subject to RCW 23.100.0806, the board of directors may authorize, and the limited cooperative association may make, distributions to members.
(2) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association's own or other securities.
[ 2019 c 37 s 804.]

catchline: Distributions.


title: RCW 23.100.0805

text:
Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of RCW 23.100.0806.
[ 2019 c 37 s 805.]

catchline: Redemption or repurchase.


title: RCW 23.100.0806

text:
(1) In this section, "distribution" does not include reasonable compensation for present or past services or other payments made in the ordinary course of business for commodities or goods or under a bona fide retirement or other bona fide benefits program.
(2) A limited cooperative association may not make a distribution, including a distribution under RCW 23.100.1008, if after the distribution:
(a) The association would not be able to pay its debts as they become due in the ordinary course of the association's activities and affairs; or
(b) The association's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the association were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of members whose preferential rights are superior to the rights of persons receiving the distribution.
(3) A limited cooperative association may base a determination that a distribution is not prohibited under subsection (2) of this section on:
(a) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or
(b) A fair valuation or other method that is reasonable under the circumstances.
(4) Except as otherwise provided in subsection (5) of this section, the effect of a distribution allowed under subsection (2) of this section is measured:
(a) In the case of a distribution by purchase, redemption, or other acquisition of financial rights in the limited cooperative association, as of the earlier of:
(i) The date money or other property is transferred or debt is incurred by the association; or
(ii) The date the person entitled to the distribution ceases to own the financial rights being acquired by the association in return for the distribution;
(b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(c) In all other cases, as of the date:
(i) The distribution is authorized, if the payment occurs not later than one hundred twenty days after that date; or
(ii) The payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized.
(5) A limited cooperative association's indebtedness incurred by reason of a distribution made in accordance with this section is at parity with the association's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(6) A limited cooperative association's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (2) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.
(7) In measuring the effect of a distribution under RCW 23.100.1008, the liabilities of a dissolved limited cooperative association do not include any claim that has been disposed of under RCW 23.100.1009 through 23.100.1011.
[ 2019 c 37 s 806.]

catchline: Limitations on distributions.


title: RCW 23.100.0807

text:
(1) A director of a limited cooperative association who votes for or assents to a distribution made in violation of RCW 23.100.0806 or the association's articles of organization is personally liable to the association for the amount of the distribution that exceeds the amount that could have been distributed without violating RCW 23.100.0806 or the articles of organization if it is established that the director did not perform the director's duties in compliance with RCW 23.100.0618. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2) A director held liable under subsection (1) of this section for an unlawful distribution is entitled to contribution:
(a) From every other director who could be held liable under subsection (1) of this section for the unlawful distribution; and
(b) From each member for the amount the member accepted knowing the distribution was made in violation of RCW 23.100.0806 or the articles of organization.
(3) A member who accepts a distribution made in violation of RCW 23.100.0806 or the articles of organization is personally liable to the corporation for the amount of any distribution received by the member to the extent it exceeds the amount that could have been distributed to the member without violating RCW 23.100.0806 or the articles of organization, if it is established that the member accepted the distribution knowing that it was made in violation of RCW 23.100.0806 or the articles of organization.
(4) A member held liable under subsection (3) of this section for an unlawful distribution is entitled to contribution from every other member who could be held liable under subsection (3) of this section for the unlawful distribution.
(5) A proceeding under this section is barred unless it is commenced prior to the earlier of (a) the expiration of two years after the date on which the effect of the distribution was measured under RCW 23.100.0806(4), or (b) the expiration of the period specified in RCW 23.100.1010(3).
[ 2019 c 37 s 807.]

catchline: Liability for improper distributions—Limitation of action.


title: RCW 23.100.0808

text:
A patron member's interest in a limited cooperative association has the same exemption as provided for substantially similar interests in cooperatives under RCW 21.20.320(16).
[ 2019 c 37 s 808.]

catchline: Relation to state securities law.


title: RCW 23.100.0809

text:
A limited cooperative association may distribute unclaimed property, distributions, redemptions, or payments under chapter 23.86 RCW.
[ 2019 c 37 s 809.]

catchline: Alternative distribution of unclaimed property, distributions, redemptions, or payments.


title: RCW 23.100.0901

text:
(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will.
(2) Unless the organic rules otherwise provide, a member's dissociation from a limited cooperative association is wrongful only if:
(a) It is in breach of an express provision of the organic rules; or
(b) It occurs before the termination of the limited cooperative association and:
(i) The person is expelled as a member under subsection (4)(c) or (d) of this section; or
(ii) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.
(3) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member is liable to the limited cooperative association and to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the person to the association.
(4) A member is dissociated as a member when:
(a) The limited cooperative association receives notice in a record of the member's express will to dissociate as a member, or if the member specifies in the notice an effective date later than the date the association received notice, on that later date;
(b) An event stated in the organic rules as causing the person's dissociation occurs;
(c) The person's entire interest is transferred in a foreclosure sale;
(d) The person is expelled as a member under the organic rules;
(e) The person is expelled as a member by the board of directors if:
(i) It is unlawful to carry on the limited cooperative association's activities and affairs with the person as a member;
(ii) There has been a transfer of all the member's financial rights in the association, other than:
(A) A transfer for security purposes; or
(B) A charging order which has not been foreclosed;
(iii) The person is an unincorporated entity that has been dissolved and its activities and affairs are being wound up;
(iv) The person is a corporation or cooperative and:
(A) The person filed a certificate of dissolution or the equivalent, or the jurisdiction of formation revoked the person's charter or right to conduct business;
(B) The association sends a notice to the person that it will be expelled as a member for a reason described in (e)(iv)(A) of this subsection (4); and
(C) Not later than ninety days after the notice was sent under (e)(iv)(B) of this subsection (4), the person did not revoke its certificate of dissolution or the equivalent, or the jurisdiction of formation did not reinstate the person's charter or right to conduct business; or
(v) The member is an individual and is adjudged incompetent;
(f) In the case of an individual, the individual dies;
(g) In the case of a member that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire financial rights in the limited cooperative association are distributed;
(h) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire financial interest in the association is distributed;
(i) In the case of a person that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the existence of the person terminates; or
(j) The association's participation in a merger under RCW 23.100.1308 through 23.100.1313 that causes the person to cease to be a member.
[ 2019 c 37 s 901.]

catchline: Member's dissociation.


title: RCW 23.100.0902

text:
(1) When a person is dissociated as a member:
(a) The person's right to participate as a member in the management and conduct of the limited cooperative association's activities and affairs terminates; and
(b) Subject to RCW 23.100.0903, any financial rights owned by the person in the person's capacity as a member immediately before dissociation are owned by the person as a transferee.
(2) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or other liability to the limited cooperative association or the other members which the person incurred while a member.
[ 2019 c 37 s 902.]

catchline: Effect of dissociation.


title: RCW 23.100.0903

text:
If a member dies, the deceased member's legal representative may exercise for the purposes of settling the estate, the rights the deceased member had under RCW 23.100.0405.
[ 2019 c 37 s 903.]

catchline: Power of legal representative of deceased member.


title: RCW 23.100.1001

text:
A limited cooperative association is dissolved only as provided in this section and RCW 23.100.1002 through 23.100.1013 and upon dissolution winds up in accordance with this section and RCW 23.100.1002 through 23.100.1013.
[ 2019 c 37 s 1001.]

catchline: Dissolution and winding up.


title: RCW 23.100.1002

text:
Except as otherwise provided in RCW 23.100.1003 and 23.95.615, a limited cooperative association is dissolved and its activities must be wound up:
(1) Upon the occurrence of an event or at a time specified in the articles of organization;
(2) Upon the action of the association's organizers, board of directors, or members under RCW 23.100.1004 or 23.100.1005; or
(3) Ninety days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association:
(a) Has a sole member that is a cooperative; or
(b) Not later than the end of the ninety-day period, admits at least one member in accordance with the organic rules and has at least two members, at least one of which is a patron member.
[ 2019 c 37 s 1002.]

catchline: Nonjudicial dissolution.


title: RCW 23.100.1003

text:
A superior court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable:
(1) In a proceeding initiated by the attorney general, if:
(a) The association obtained its articles of organization through fraud; or
(b) The association has continued to exceed or abuse the authority conferred upon it by law; or
(2) In a proceeding initiated by a member, if:
(a) The directors are deadlocked in the management of the association's affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;
(b) The directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(c) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members meetings were held or were to be held; or
(d) The assets of the association are being misapplied or wasted.
[ 2019 c 37 s 1003.]

catchline: Judicial dissolution.


title: RCW 23.100.1004

text:
A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.
[ 2019 c 37 s 1004.]

catchline: Voluntary dissolution before commencement of activity.


title: RCW 23.100.1005

text:
(1) Except as otherwise provided in RCW 23.100.1004, for a limited cooperative association to voluntarily dissolve:
(a) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;
(b) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety days after adoption of the resolution; and
(c) Subject to RCW 23.100.0419, the board of directors must mail or otherwise transmit or deliver to each member in a record that complies with RCW 23.100.0408:
(i) The resolution required by (a) of this subsection;
(ii) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and
(iii) Notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.
(2) Subject to subsection (3) of this section, a resolution to dissolve must be approved by:
(a) At least two-thirds of the voting power of members present at a members meeting called under subsection (1)(b) of this section; and
(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.
(3) The organic rules may require that the percentage of votes under subsection (2)(a) of this section is:
(a) A different percentage that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of (a) and (b) of this subsection.
[ 2019 c 37 s 1005.]

catchline: Voluntary dissolution by the board and members.


title: RCW 23.100.1006

text:
(1) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in RCW 23.100.1007, the association continues after dissolution only for the purpose of winding up.
(2) In winding up its activities and affairs, the board of directors:
(a) Shall discharge the association's debts, obligations, or other liabilities, settle and close the association's activities, and marshal and distribute the assets of the association; and
(b) May:
(i) Deliver to the secretary of state for filing a statement of dissolution stating the name of the association and that the association is dissolved;
(ii) Preserve the association's activities, affairs, and property as a going concern for a reasonable time;
(iii) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(iv) Transfer the association's property;
(v) Settle disputes by mediation or arbitration;
(vi) Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company is terminated; and
(vii) Perform other acts necessary or appropriate to the winding up.
(3) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, a superior court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association's activities, if:
(a) After a reasonable time, the association has not wound up its activities; or
(b) The applicant establishes other good cause.
(4) If a person is appointed pursuant to subsection (3) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the secretary of state for filing an amendment to the articles of organization to reflect the appointment.
[ 2019 c 37 s 1006.]

catchline: Winding up.


title: RCW 23.100.1007

text:
(1) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, a superior court has entered an order under RCW 23.100.1003 dissolving the association, or the secretary of state has dissolved the association under RCW 23.95.610.
(2) Rescinding dissolution under this section requires:
(a) The affirmative vote or consent of each member;
(b) If a statement of dissolution applicable to the limited cooperative association has been filed by the secretary of state but has not become effective, the delivery to the secretary of state for filing of a statement of withdrawal applicable to the statement of dissolution; and
(c) If a statement of dissolution applicable to the limited cooperative association is effective, the delivery to the secretary of state for filing of a statement of rescission stating the name of the association and that dissolution has been rescinded under this section.
(3) If a limited cooperative association rescinds its dissolution:
(a) The association resumes carrying on its activities and affairs as if dissolution had never occurred;
(b) Subject to (c) of this subsection, any liability incurred by the association after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
(c) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
[ 2019 c 37 s 1007.]

catchline: Rescinding dissolution.


title: RCW 23.100.1008

text:
(1) In winding up its activities and affairs, the limited cooperative association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (2) of this section.
(2) Unless the organic rules otherwise provide, in this subsection "financial interests" means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the organic rules otherwise provide, each member is entitled to a distribution from the association of any remaining assets in the proportion of the member's financial interests to the total financial interests of the members after all other obligations are satisfied.
[ 2019 c 37 s 1008.]

catchline: Distribution of assets in winding up.


title: RCW 23.100.1009

text:
(1) Except as otherwise provided in subsection (4) of this section, a dissolved limited cooperative association may give notice of a known claim under subsection (2) of this section, which has the effect provided in subsection (3) of this section.
(2) A dissolved limited cooperative association in a record may notify its known claimants of the dissolution. The notice must:
(a) Specify the information required to be included in a claim;
(b) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(c) State the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and
(d) State that the claim will be barred if not received by the deadline.
(3) A claim against a dissolved limited cooperative association is barred if the requirements of subsection (2) of this section are met, and:
(a) The claim is not received by the specified deadline; or
(b) If the claim is timely received but rejected by the association:
(i) The association causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the association to enforce the claim not later than ninety days after the claimant receives the notice; and
(ii) The claimant does not commence the required action not later than ninety days after the claimant receives the notice.
(4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
[ 2019 c 37 s 1009.]

catchline: Known claims against dissolved limited cooperative association.


title: RCW 23.100.1010

text:
(1) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.
(2) A notice authorized under subsection (1) of this section must:
(a) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited cooperative association's principal office is located or, if the principal office is not located in this state, in the county in which the office of the association's registered agent is or was last located;
(b) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and
(c) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.
(3) If a dissolved limited cooperative association publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the association not later than three years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under RCW 23.100.1009;
(b) A claimant whose claim was timely sent to the company but not acted on; and
(c) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(4) A claim not barred under this section or RCW 23.100.1009 may be enforced:
(a) Against a dissolved limited cooperative association, to the extent of its undistributed assets; and
(b) Except as provided in RCW 23.100.1011, if the assets of the association have been distributed after dissolution, against a member or holder of financial rights to the extent of that person's proportionate share of the claim or the assets distributed to the person after dissolution, whichever is less, but a person's total liability for all claims under this subsection (4)(b) may not exceed the total amount of assets distributed to the person after dissolution.
[ 2019 c 37 s 1010.]

catchline: Other claims against dissolved limited cooperative association.


title: RCW 23.100.1011

text:
(1) A dissolved limited cooperative association that has published a notice under RCW 23.100.1010 may file an application with the superior court in the county where the association's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the association and:
(a) At the time of the application:
(i) Are contingent; or
(ii) Have not been made known to the association; or
(b) Are based on an event occurring after the date of dissolution.
(2) Security is not required for a claim that is or is reasonably anticipated to be barred under RCW 23.100.1010.
(3) Not later than ten days after filing an application under subsection (1) of this section, the dissolved limited cooperative association shall give notice of the proceeding to each claimant holding a contingent claim known to the association.
(4) In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited cooperative association.
(5) A dissolved limited cooperative association that provides security in the amount and form ordered by the court under subsection (1) of this section satisfies the association's obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution. Such claims may not be enforced against a member or holder of financial rights on account of assets received in liquidation.
[ 2019 c 37 s 1011.]

catchline: Court proceedings.


title: RCW 23.100.1012

text:
(1) A limited cooperative association that has dissolved or is about to dissolve may deliver to the secretary of state for filing a statement of dissolution that states:
(a) The name of the association;
(b) The date the association dissolved or will dissolve; and
(c) Any other information the association considers relevant.
(2) A person has notice of a limited cooperative association's dissolution on the later of:
(a) Ninety days after a statement of dissolution is filed; or
(b) The effective date stated in the statement of dissolution.
[ 2019 c 37 s 1012.]

catchline: Statement of dissolution.


title: RCW 23.100.1013

text:
(1) A dissolved limited cooperative association that has completed winding up may deliver to the secretary of state for filing a statement of termination that states:
(a) The name of the association;
(b) The date of filing of its initial articles of organization; and
(c) That the association is terminated.
(2) The filing of a statement of termination does not itself terminate the limited cooperative association.
[ 2019 c 37 s 1013.]

catchline: Statement of termination.


title: RCW 23.100.1101

text:
A member may maintain a derivative action against a cooperative in the same manner as a shareholder may maintain a derivative action against a corporation under Title 23B RCW.
[ 2019 c 37 s 1101.]

catchline: Derivative action.


title: RCW 23.100.1201

text:
Unless the articles of organization otherwise provide, member approval under RCW 23.100.1202 is not required for a limited cooperative association to:
(1) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and regular course of business; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the association whether or not in the usual and regular course of business.
[ 2019 c 37 s 1201.]

catchline: Disposition of assets not requiring member approval.


title: RCW 23.100.1202

text:
A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in RCW 23.100.1201, requires approval of the association's members under RCW 23.100.1203 and 23.100.1204 if the disposition leaves the association without significant continuing business activity.
[ 2019 c 37 s 1202.]

catchline: Member approval of other disposition of assets.


title: RCW 23.100.1203

text:
For a limited cooperative association to dispose of assets under RCW 23.100.1202:
(1) A majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and
(2) The board of directors must call a members meeting to consider the proposed disposition and, subject to RCW 23.100.0419, mail or otherwise transmit or deliver in a record to each member:
(a) The terms of the proposed disposition;
(b) A recommendation that the members approve the disposition, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;
(c) A statement of any condition of the board's submission of the proposed disposition to the members; and
(d) Notice of the meeting at which the proposed disposition will be considered, which must be given in the same manner as notice of a special meeting of members.
[ 2019 c 37 s 1203.]

catchline: Notice and action by board on disposition of assets requiring member approval.


title: RCW 23.100.1204

text:
(1) Subject to subsection (2) of this section, a disposition of assets under RCW 23.100.1202 must be approved by:
(a) At least two-thirds of the voting power of members present at a members meeting called under RCW 23.100.1203(2); and
(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(2) The organic rules may require that the percentage of votes under subsection (1)(a) of this section is:
(a) A different percentage that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of (a) and (b) of this subsection.
(3) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a limited cooperative association may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:
(a) As provided in the contract or the resolution; and
(b) Except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition, except that approval of the members is not required to approve abandonment of the disposition.
(4) The voting requirements for districts, classes, or voting groups under RCW 23.100.0304 apply to approval of a disposition of assets under this section and RCW 23.100.1201 through 23.100.1203.
[ 2019 c 37 s 1204.]

catchline: Member action on disposition of assets.


title: RCW 23.100.1301

text:
(1) In this section and RCW 23.100.1302 through 23.100.1320:
(a) "Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity's organic rules, organic law, and other law to:
(i) Propose a conversion or merger subject to this subchapter;
(ii) Adopt and approve the terms and conditions of the conversion or merger; and
(iii) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
(b) "Conversion" means a transaction authorized by RCW 23.100.1302 through 23.100.1307.
(c) "Converted entity" means the converting entity as it continues in existence after a conversion.
(d) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to RCW 23.100.1303.
(e) "Interest holder liability" means:
(i) Personal liability for a liability of an entity which is imposed on a person:
(A) Solely by reason of the status of the person as an interest holder; or
(B) By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(ii) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(f) "Merger" means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a record filed by the secretary of state.
(g) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(h) "Plan" means a plan of merger or plan of conversion.
(i) "Plan of conversion" means a plan under RCW 23.100.1303.
(j) "Plan of merger" means a plan under section RCW 23.100.1309.
(k) "Protected agreement" means:
(i) A record evidencing indebtedness and any related agreement in effect on July 28, 2019;
(ii) An agreement that is binding on an entity on July 28, 2019;
(iii) The organic rules of an entity in effect on July 28, 2019; or
(iv) An agreement that is binding on any of the governors or interest holders of an entity on July 28, 2019.
(l)(i) "Qualifying entity" means, except as provided in (l)(ii) of this subsection, a domestic entity:
(A) Organized under chapter 23.86 RCW; or
(B) Organized under chapter 24.06 RCW and taking the election provided in RCW 24.06.032(1).
(ii) "Qualifying entity" does not include an entity that is organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy.
(m) "Statement of conversion" means a statement under RCW 23.100.1306.
(n) "Statement of merger" means a statement under RCW 23.100.1312.
(o) "This subchapter" means this section and RCW 23.100.1302 through 23.100.1320.
(2) The following definitions from RCW 23.95.105 apply to this subchapter: "Domestic," "entity," "execute," "executes," and "executed," "foreign," "governor," "interest," "interest holder," "jurisdiction," "jurisdiction of formation," "organic law," "organic rules," "person," "private organic rules," "property," "public organic record," "receipt," "record," "state," "transfer," and "type of entity."
[ 2019 c 37 s 1301.]

catchline: Definitions.


title: RCW 23.100.1302

text:
By complying with this section and RCW 23.100.1303 through 23.100.1307, a domestic qualifying entity may become a domestic limited cooperative association.
[ 2019 c 37 s 1302.]

catchline: Conversion authorized.


title: RCW 23.100.1303

text:
(1) A qualifying entity may convert to a limited cooperative association under this subchapter by approving a plan of conversion. The plan must be in a record and contain:
(a) The name and type of entity of the converting entity;
(b) The name of the converted entity;
(c) The manner of converting the interests in the converting entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(d) The proposed public organic record of the converted entity if it will be a filing entity;
(e) The full text of the private organic rules of the converted entity which are proposed to be in a record;
(f) The other terms and conditions of the conversion; and
(g) Any other provision required by the law of this state or the organic rules of the converting entity.
(2) In addition to the requirements of subsection (1) of this section, a plan of conversion may contain any other provision not prohibited by law.
[ 2019 c 37 s 1303.]

catchline: Plan of conversion.


title: RCW 23.100.1304

text:
A plan of conversion is not effective unless it has been approved:
(1) By a converting entity:
(a) In accordance with the requirements, if any, in its organic rules for approval of a conversion; or
(b) By all of the interest holders of the entity entitled to vote on or consent to any matter if neither the entity's organic law nor the entity's organic rules provide for approval of a conversion; and
(2) In a record, by each interest holder of a converting entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation:
(a) The organic rules of the entity provide in a record for the approval of a conversion in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(b) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
[ 2019 c 37 s 1304.]

catchline: Approval of conversion.


title: RCW 23.100.1305

text:
(1) A plan of conversion of a converting entity may be amended:
(a) 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
(b) By its governors or interest holders 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:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;
(ii) The public organic record, if any, or private organic rules of the converted entity which 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
(iii) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(2) After a plan of conversion has been approved and before a statement of conversion is effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a converting entity may abandon the plan in the same manner as the plan was approved.
(3) If a plan of conversion is abandoned after a statement of conversion has been delivered to the secretary of state for filing and before the statement is effective, a statement of abandonment, executed by the converting entity, must be delivered to the secretary of state for filing before the statement of conversion is effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(a) The name of the converting entity;
(b) The date on which the statement of conversion was filed by the secretary of state; and
(c) A statement that the conversion has been abandoned in accordance with this section.
[ 2019 c 37 s 1305.]

catchline: Amendment or abandonment of plan of conversion.


title: RCW 23.100.1306

text:
(1) A statement of conversion must be executed by the converting entity and delivered to the secretary of state for filing.
(2) A statement of conversion must contain:
(a) The name, jurisdiction of formation, and type of entity of the converting entity;
(b) The name of the converted entity;
(c) If the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety days after the date of filing;
(d) A statement that the plan of conversion was approved in accordance with this subchapter; and
(e) The public organic record of the converted entity, as an attachment.
(3) In addition to the requirements of subsection (2) of this section, a statement of conversion may contain any other provision not prohibited by law.
(4) The public organic record of the converted entity must satisfy the requirements of the law of this state, except that the public organic record does not need to be executed and may omit any provision that is not required to be included in a restatement of the public organic record.
(5) A plan of conversion that is executed by a converting entity and meets all the requirements of subsection (2) of this section may be delivered to the secretary of state for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.
(6) A statement of conversion is effective on the date and time of filing or the later date and time specified in the statement of conversion.
(7) The conversion becomes effective when the statement of conversion is effective.
[ 2019 c 37 s 1306.]

catchline: Statement of conversion—Effective date of conversion.


title: RCW 23.100.1307

text:
(1) When a conversion becomes effective:
(a) The converted entity is:
(i) Organized under and subject to the organic law of the converted entity; and
(ii) The same entity without interruption as the converting entity;
(b) All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;
(c) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;
(d) Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;
(e) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;
(f) If a converted entity is a filing entity, its public organic record is effective;
(g) The private organic rules of the converted entity which are to be in a record, if any, approved as part of the plan of conversion are effective; and
(h) The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under the converting entity's organic law.
(2) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the converting entity.
(3) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.
(4) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a converting entity with respect to which the person had interest holder liability is subject to the following rules:
(a) The conversion does not discharge any interest holder liability under the organic law of the converting entity to the extent the interest holder liability was incurred before the conversion became effective.
(b) The person does not have interest holder liability under the organic law of the domestic entity for any debt, obligation, or other liability that is incurred after the conversion becomes effective.
(c) The organic law of the converting entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under (a) of this subsection as if the conversion had not occurred.
(d) The person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the converting entity with respect to any interest holder liability preserved under (a) of this subsection as if the conversion had not occurred.
(5) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
[ 2019 c 37 s 1307.]

catchline: Effect of conversion.


title: RCW 23.100.1308

text:
(1) Except as otherwise provided in this section, by complying with this section and RCW 23.100.1309 through 23.100.1313:
(a) One or more domestic limited cooperative associations may merge with one or more domestic cooperative associations organized under this chapter or chapter 23.86 or 24.06 RCW or with one or more foreign cooperative associations into a domestic surviving cooperative association or foreign surviving cooperative association; and
(b) Two or more foreign cooperative associations may merge into a domestic limited cooperative association.
(2) Except as otherwise provided in this section, by complying with the provisions of this section and RCW 23.100.1309 through 23.100.1313 applicable to foreign cooperative associations, a foreign cooperative association may be a party to a merger under this section and RCW 23.100.1309 through 23.100.1313 or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
[ 2019 c 37 s 1308.]

catchline: Merger authorized.


title: RCW 23.100.1309

text:
(1) A domestic limited cooperative association may become a party to a merger under this section and RCW 23.100.1308 and 23.100.1310 through 23.100.1313 by approving a plan of merger. The plan must be in a record and contain:
(a) As to each merging cooperative association, its name, jurisdiction of formation, and type of cooperative association;
(b) If the surviving cooperative association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation, and type of association;
(c) The manner of converting the interests in each party to the merger into interests, obligations, money, other property, rights to acquire interests, or any combination of the foregoing;
(d) If the surviving cooperative association exists before the merger, any proposed amendments to:
(i) Its public organic record, if any; and
(ii) Its private organic rules that are, or are proposed to be, in a record;
(e) If the surviving cooperative association is to be created in the merger:
(i) Its proposed public organic record, if any; and
(ii) The full text of its private organic rules that are proposed to be in a record;
(f) The other terms and conditions of the merger; and
(g) Any other provision required by the law of a merging cooperative association's jurisdiction of formation or the organic rules of a merging cooperative association.
(2) In addition to the requirements of subsection (1) of this section, a plan of merger may contain any other provision not prohibited by law.
[ 2019 c 37 s 1309.]

catchline: Plan of merger.


title: RCW 23.100.1310

text:
(1) A plan of merger is not effective unless it has been approved by a domestic merging limited cooperative association as provided in RCW 23.100.0418.
(2) A merger involving a domestic merging cooperative association that is not a limited cooperative association is not effective unless the merger is approved by that cooperative association in accordance with its organic law.
(3) A merger involving a foreign merging cooperative association is not effective unless the merger is approved by the foreign cooperative association in accordance with the law of the foreign cooperative association's jurisdiction of formation.
[ 2019 c 37 s 1310.]

catchline: Approval of merger.


title: RCW 23.100.1311

text:
(1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(2) A domestic merging limited cooperative association may approve an amendment of a plan of merger:
(a) 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
(b) By its directors or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, obligations, money, other property, rights to acquire interests, or any combination of the foregoing, to be received by the members of any party to the plan;
(ii) The public organic record, if any, or private organic rules of the surviving cooperative association that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving cooperative association under its organic law or organic rules; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the members in any material respect.
(3) After a plan of merger has been approved and before a statement of merger is effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited cooperative association may abandon the plan in the same manner as the plan was approved.
(4) If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement is effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger is effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
(a) The name of each party to the plan of merger;
(b) The date on which the statement of merger was filed by the secretary of state; and
(c) A statement that the merger has been abandoned in accordance with this section.
[ 2019 c 37 s 1311.]

catchline: Amendment or abandonment of plan of merger.


title: RCW 23.100.1312

text:
(1) A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing.
(2) A statement of merger must contain:
(a) The name, jurisdiction of formation, and type of cooperative association of each merging cooperative association that is not the surviving entity;
(b) The name, jurisdiction of formation, and type of entity of the surviving cooperative association;
(c) If the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety days after the date of filing;
(d) A statement that the merger was approved by each domestic merging cooperative association, if any, in accordance with this section and RCW 23.100.1308 through 23.100.1311 and 23.100.1313 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(e) If the surviving cooperative association exists before the merger and is a domestic cooperative association, any amendment to its public organic record approved as part of the plan of merger;
(f) If the surviving entity is created by the merger and is a domestic cooperative association, its public organic record, as an attachment;
(g) If the surviving entity is a foreign cooperative association that is not a registered foreign cooperative association, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to RCW 23.100.1313(5).
(3) In addition to the requirements of subsection (2) of this section, a statement of merger may contain any other provision not prohibited by law.
(4) If the surviving entity is a domestic cooperative association, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(5) A plan of merger that is signed by all the merging cooperative associations and meets all the requirements of subsection (2) of this section may be delivered to the secretary of state for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this subchapter to a statement of merger refer to the plan of merger filed under this subsection.
(6) A statement of merger is effective on the date and time of filing or the later date and time specified in the statement of merger.
(7) If the surviving entity is a domestic limited cooperative association, the merger becomes effective when the statement of merger is effective. If the surviving entity is a foreign cooperative association, the merger becomes effective on the later of:
(a) The date and time provided by the organic law of the surviving cooperative association; or
(b) When the statement is effective.
[ 2019 c 37 s 1312.]

catchline: Statement of merger—Effective date of merger.


title: RCW 23.100.1313

text:
(1) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective:
(a) The surviving cooperative association continues or comes into existence;
(b) Each merging cooperative association that is not the surviving cooperative association ceases to exist;
(c) All property of each merging cooperative association vests in the surviving cooperative association without transfer, reversion, or impairment;
(d) All debts, obligations, and other liabilities of each merging cooperative association are debts, obligations, and other liabilities of the surviving cooperative association;
(e) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging cooperative association vest in the surviving cooperative association;
(f) If the surviving cooperative association exists before the merger:
(i) All its property continues to be vested in it without transfer, reversion, or impairment;
(ii) It remains subject to all its debts, obligations, and other liabilities; and
(iii) All its rights, privileges, immunities, powers, and purposes continue to be vested in it;
(g) The name of the surviving cooperative association may be substituted for the name of any merging cooperative association that is a party to any pending action or proceeding;
(h) If the surviving cooperative association exists before the merger:
(i) Its public organic record, if any, is amended to the extent provided in the statement of merger; and
(ii) Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;
(i) If the surviving cooperative association is created by the merger, its private organic rules are effective and its public organic record is effective; and
(j) The interests in each merging cooperative association which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under the merging cooperative association's organic law.
(2) Except as otherwise provided in the organic law or organic rules of a merging cooperative association, a merger under this section and RCW 23.100.1308 through 23.100.1312 does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.
(3) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective, a person that did not have interest holder liability with respect to any of the merging cooperative associations and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.
(4) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited cooperative association with respect to which the person had interest holder liability is subject to the following rules:
(a) The merger does not discharge any interest holder liability under the organic law of the domestic merging cooperative association to the extent the interest holder liability was incurred before the merger became effective.
(b) The person does not have interest holder liability under the organic law of the domestic merging cooperative association for any debt, obligation, or other liability that is incurred after the merger becomes effective.
(c) The organic law of the domestic merging cooperative association continues to apply to the release, collection, or discharge of any interest holder liability preserved under (a) of this subsection as if the merger had not occurred.
(d) The person has whatever rights of contribution from any other person as are provided by law other than this subchapter or the organic rules of the domestic merging limited cooperative association with respect to any interest holder liability preserved under (a) of this subsection as if the merger had not occurred.
(5) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited cooperative association in accordance with applicable law.
(6) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective, the registration to do business in this state of any foreign merging cooperative association that is not the surviving entity is canceled.
[ 2019 c 37 s 1313.]

catchline: Effect of merger.


title: RCW 23.100.1314

text:
(1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
(2) A conversion effected under this subchapter may not create or impair a right, duty, or obligation of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, or converting cooperative association unless the approval of the plan is by a vote of the members or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.
[ 2019 c 37 s 1314.]

catchline: Relationship to other laws.


title: RCW 23.100.1315

text:
Property held for a charitable purpose under the law of this state by a domestic or foreign cooperative association immediately before a conversion or merger under this subchapter becomes effective may not, as a result of the conversion or merger, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
[ 2019 c 37 s 1315.]

catchline: Charitable assets.


title: RCW 23.100.1316

text:
A filing under this subchapter executed by a domestic cooperative association becomes part of the public organic record of the cooperative association if the cooperative association's organic law provides that similar filings under that law become part of the public organic record of the cooperative association.
[ 2019 c 37 s 1316.]

catchline: Status of filings.


title: RCW 23.100.1317

text:
The fact that a conversion or merger under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
[ 2019 c 37 s 1317.]

catchline: Nonexclusivity.


title: RCW 23.100.1318

text:
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the conversion or merger.
[ 2019 c 37 s 1318.]

catchline: Reference to external facts.


title: RCW 23.100.1319

text:
Except as otherwise provided in the organic law or organic rules of a domestic cooperative association, approval of a conversion or merger under this subchapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this subchapter for approval of the conversion or merger.
[ 2019 c 37 s 1319.]

catchline: Alternative means of approval of conversion or merger.


title: RCW 23.100.1320

text:
The following subjects are covered in whole or in part in chapter 23.95 RCW:
(1) Delivery of record;
(2) Filing with secretary of state;
(3) Name of entity;
(4) Registered agent of entity; and
(5) Miscellaneous provisions, including reservation or power to amend or repeal and supplemental principles of law.
[ 2019 c 37 s 1320.]

catchline: Subjects covered.


title: RCW 23.100.1501

text:
In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
[ 2019 c 37 s 1501.]

catchline: Uniformity of application and construction—2019 c 37.


title: RCW 23.100.1502

text:
This chapter modifies, limits, and supersedes the electronic signatures in global and national commerce act, 15 U.S.C. Section [Sec.] 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. Section [Sec.] 7001(c) or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. Section [Sec.] 7003(b).
[ 2019 c 37 s 1502.]

catchline: Relation to electronic signatures in global and national commerce act.


title: RCW 23.100.1503

text:
This act does not affect an action commenced, or proceeding brought, or right accrued before July 28, 2019.
[ 2019 c 37 s 1503.]

catchline: Savings—2019 c 37.


title: RCW 23.78.010

text:
For the purposes of this chapter, the terms defined in this section have the meanings given:
(1) "Employee cooperative" means a corporation that has elected to be governed by the provisions of this chapter.
(2) "Member" means a natural person who has been accepted for membership in, and owns a membership share issued by an employee cooperative.
(3) "Patronage" means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of incorporation and bylaws.
(4) "Written notice of allocation" means a written instrument which discloses to a member the stated dollar amount of the member's patronage allocation, and the terms for payment of that amount by the employee cooperative.
[ 1987 c 457 s 2.]

catchline: Definitions.


title: RCW 23.78.020

text:
Any corporation organized under the laws of this state may elect to be governed as an employee cooperative under the provisions of this chapter, by so stating in its articles of incorporation, or articles of amendment filed in accordance with Title 23B RCW and Article 2 of chapter 23.95 RCW.
A corporation so electing shall be governed by all provisions of Title 23B RCW, except RCW 23B.07.050, 23B.13.020, and *chapter 23B.11 RCW, and except as otherwise provided in this chapter.
[ 2015 c 176 s 9101; 1991 c 72 s 9; 1987 c 457 s 3.]
Notes:
*Reviser's note: Chapter 23B.11 RCW was repealed in its entirety by 2024 c 22 s 13. For later enactment, see chapter 23B.11A RCW.
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Election by corporation to be governed as an employee cooperative—Laws governing.


title: RCW 23.78.030

text:
An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment delivered to the secretary of state for filing in accordance with RCW 23B.01.200, 23B.10.060, and Article 2 of chapter 23.95 RCW.
[ 2015 c 176 s 9102; 1991 c 72 s 10; 1987 c 457 s 4.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Revocation of election.


title: RCW 23.78.040

text:
An employee cooperative may include the word "cooperative" or "co-op" in its corporate name.
[ 1987 c 457 s 5.]

catchline: Corporate name.