title: RCW 24.28.010

text:
Any grange of the patrons of husbandry, desiring hereafter to incorporate, may incorporate and become bodies politic in this state, by filing in the office of the secretary of state of Washington in accordance with Article 2 of chapter 23.95 RCW, a certificate or article subscribed and acknowledged by not less than five members of such grange and by the master of the Washington state grange embodying:
(1) The name of such grange and the place of holding its meetings.
(2) What elective officers the said grange will have, when such officers shall be elected; how, and by whom, the business of the grange shall be conducted or managed, and what officers shall join in the execution of any contract by such grange to give force and effect in accordance with the usages of the order of the patrons of husbandry; such articles shall be subscribed by the master of such grange attested by the secretary, with the seal of the grange.
(3) A copy of the bylaws of such grange shall also be filed in the said office of the secretary of state.
(4) The names of all such officers at the time of filing the application, and the time for which they may be respectively elected. When such articles shall be filed, such grange shall be a body politic and corporate, with all the incidents of a corporation, subject nevertheless to the laws and parts of laws now in force or hereafter to be passed regulating corporations.
[ 2015 c 176 s 9119; 1981 c 302 s 13; 1959 c 207 s 1; 1875 p 97 s 1; RRS s 3901. FORMER PART OF SECTION: 1875 c 97 s 2, part, now codified in RCW 24.28.020.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Manner of incorporating a grange.


doc_type: statute

jurisdiction: wa

title: RCW 24.28.020

text:
Said grange may engage in any industrial pursuit, manufacturing, mining, milling, wharfing, docking, commercial, mechanical, mercantile, building, farming, building, equipping or running railroads, or generally engage in any species of trade or industry; loan money on security, purchase and sell on real estate, but when desiring to engage in either or any of the above pursuits or industries, said grange shall be subject to all the conditions and liabilities imposed by the provisions of the general corporation laws, and in addition to the conditions to be performed as recited in RCW 24.28.010, shall file additional articles with said secretary of state stating the object, business or industry proposed to be pursued or engaged in; the amount of capital stock, the time of its existence, not to exceed fifty years; the number of shares of which the capital stock shall consist, and price per share, and the names of officers necessary to manage said business, and the places where said officers shall pursue the same.
[ 1981 c 302 s 14; 1875 p 97 s 2; RRS s 3902. Formerly RCW 24.28.010, part and 24.28.020.]
Notes:
Severability—1981 c 302: See note following RCW 19.76.100.

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: In what pursuits such corporation may engage.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 24.28.030

text:
As a business corporation said grange, after having complied with RCW 24.28.020, shall be to all intents and purposes a domestic corporation, with all the rights, privileges and immunities allowed, and all the liabilities imposed by chapter one of the act entitled "an act to provide for the formation of corporations," approved November 13, 1873.
[ 1875 p 98 s 3; RRS s 3903.]
Notes:
Reviser's note: The reference to chapter one of the 1873 act relates to the general corporation act in effect at the time the above section was enacted. Such general corporation laws were also compiled as Code 1881 ss 2421-2449. See also table of prior laws following the Title 23 RCW digest.

catchline: General rights and liabilities.


title: RCW 24.28.040

text:
No person, doing business in this state shall be entitled to use or to register the term "grange" as part or all of his or her business name or other name or in connection with his or her products or services, or otherwise, unless either (1) he or she has complied with the provisions of this chapter or (2) he or she has obtained written consent of the Washington state grange certified thereto by its master. Any person violating the provisions of this section may be enjoined from using or displaying such name and doing business under such name at the instance of the Washington state grange or any grange organized under this chapter, or any member thereof: PROVIDED, That nothing herein shall prevent the continued use of the term "grange" by any person using said name prior to the adoption of *this act.
For the purposes of this section "person" shall include any person, partnership, corporation, or association of individuals.
[ 2011 c 336 s 673; 1959 c 207 s 2.]
Notes:
*Reviser's note: "this act" first appeared in chapter 207, Laws of 1959, section 1 of which amended RCW 24.28.010.

catchline: Use of term "grange"—"Person" defined.


title: RCW 24.34.010

text:
(1) Persons engaged in the production of agricultural products as farmers, licensed cannabis producers, planters, ranchers, dairy farmers, nut growers, or fruit growers may act together in associations, corporate or otherwise, with or without capital stock, in collectively processing, preparing for market, handling, and marketing in intrastate commerce, such products of persons so engaged. Such associations may have marketing agencies in common; and such associations and their members may make the necessary contracts and agreements to effect such purposes. For purposes of this section only and only with respect to licensed cannabis producers, cannabis is considered an agricultural product like other covered agricultural products. Such associations must be operated for the mutual benefit of the members thereof, as such producers, and conform to one or both of the following requirements:
First. That no member of the association is allowed more than one vote because of the amount of stock or membership capital he or she may own therein, or,
Second. That the association does not pay dividends on stock or membership capital in excess of eight percent per annum.
And in any case to the following:
Third. That the association shall not deal in the products of nonmembers to an amount greater in value than such as are handled by it for members.
(2) No single association of licensed cannabis producers authorized under this section may represent more than three producer licenses issued by the liquor and cannabis board at any given time.
[ 2026 c 218 s 2; 2013 c 23 s 40; 2011 c 336 s 674; 1967 c 187 s 1.]

catchline: Who may organize—Purposes—Limitations.


title: RCW 24.34.020

text:
If the attorney general has reason to believe that any such association as provided for in RCW 24.34.010 monopolizes or restrains trade to such an extent that the price of any agricultural product is unduly enhanced by reason thereof, he or she shall serve upon such association a complaint stating his or her charge in that respect, to which complaint shall be attached, or contained therein, a notice of hearing, specifying a day and place not less than thirty days after the service thereof, requiring the association to show cause why an order should not be made directing it to cease and desist from monopolization or restraint of trade.
Such hearing, and any appeal which may be made from such hearing, shall be conducted and held subject to and in conformance with the provisions for adjudicative proceedings and judicial review in chapter 34.05 RCW, the administrative procedure act.
[ 2011 c 336 s 675; 1989 c 175 s 75; 1967 c 187 s 2.]
Notes:
Effective date—1989 c 175: See note following RCW 34.05.010.

catchline: Monopoly or restraint of trade—Complaint—Procedure.


title: RCW 24.36.010

text:
This chapter may be cited as "The Fish Marketing Act".
[ 1959 c 312 s 1.]

catchline: Short title.


title: RCW 24.36.020

text:
The purpose of this chapter is to promote, foster, and encourage the intelligent and orderly marketing of fish and fishery products through cooperation; to eliminate speculation and waste; to make the distribution of fish and fishery products between producer and consumer as direct as can be efficiently done; and to stabilize the marketing of fish and fishery products.
[ 1959 c 312 s 2.]

catchline: Declaration of purpose.


title: RCW 24.36.030

text:
As used in this chapter:
(1) "Fishery products" includes fish, crustaceans, mollusks, and marine products for human consumption.
(2) "Member" includes members of associations without capital stock and holders of common stock in associations organized with shares of stock.
(3) "Association" means any corporation organized under this chapter.
[ 1959 c 312 s 3.]

catchline: Definitions.


title: RCW 24.36.040

text:
Associations shall be deemed "nonprofit", inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers of fishery products.
[ 1959 c 312 s 4.]

catchline: Associations deemed nonprofit.


title: RCW 24.36.050

text:
The provisions of Title 23B RCW and all powers and rights thereunder, apply to associations, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter.
[ 1991 c 72 s 45; 1959 c 312 s 5.]

catchline: General laws relating to corporations for profit applicable.


title: RCW 24.36.060

text:
No association is subject in any manner to the terms of chapter 21.20 RCW and all associations may issue their membership certificates or stock or other securities as provided in this division without the necessity of any permit from the director of licenses.
[ 1983 c 3 s 27; 1959 c 312 s 6.]

catchline: Securities act inapplicable.


title: RCW 24.36.070

text:
An association shall be deemed not to be a conspiracy, nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to lessen competition or to fix prices arbitrarily or to create a combination or pool in violation of any law of the state; and the marketing contracts and agreements between the association and its members and any agreements authorized in this chapter shall be considered not to be illegal nor in restraint of trade nor contrary to the provisions of any statute enacted against pooling or combinations.
[ 1959 c 312 s 7.]

catchline: Associations deemed not a conspiracy, in restraint of trade, etc.—Contracts not illegal.


title: RCW 24.36.080

text:
Any provisions of law which are in conflict with this chapter shall not be construed as applying to associations. Any exemptions under any laws applying to fishery products in the possession or under the control of the individual producer shall apply similarly and completely to such fishery products delivered by its members, in the possession or under the control of the association.
[ 1959 c 312 s 8.]

catchline: Conflicting laws not applicable—Exemptions apply.


title: RCW 24.36.090

text:
Any two or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be made in the manner prescribed by RCW 23B.07.050 and *chapter 23B.11 RCW for domestic corporations.
[ 1991 c 72 s 46; 1983 c 3 s 28; 1959 c 312 s 9.]
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.

catchline: Merger, consolidation of associations authorized—Procedure.


title: RCW 24.36.100

text:
If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares are to have a par value, the par value of each share, and the aggregate par value of all shares; and if the shares are to be without par value it shall be so stated.
[ 1959 c 312 s 10.]

catchline: Stock associations—Statement in articles.


title: RCW 24.36.110

text:
If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of shares of each kind or class and the nature and extent of the preferences, rights, privileges and restrictions granted to or imposed upon the holders of the respective classes of stock.
[ 1959 c 312 s 11.]

catchline: Stock associations—Classified shares—Statement in articles.


title: RCW 24.36.120

text:
If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each member are equal or unequal; and if unequal the general rule or rules applicable to all members by which the voting power and the property rights and interests, respectively, of each member may be and are determined and fixed; and shall also provide for the admission of new members who shall be entitled to vote and to share in the property of the association with the old members, in accordance with such general rule or rules.
[ 1959 c 312 s 12.]

catchline: Nonstock associations—Statement in articles.


title: RCW 24.36.130

text:
Each association shall within thirty days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with this chapter. A majority vote of the members or shares of stock issued and outstanding and entitled to vote, or the written assent of a majority of the members or of stockholders representing a majority of all the shares of stock issued and outstanding and entitled to vote, is necessary to adopt such bylaws and is effectual to repeal or amend any bylaws or to adopt additional bylaws. The power to repeal and amend the bylaws, and adopt new bylaws, may, by a similar vote, or similar written assent, be delegated to the board of directors, which authority may, by a similar vote, or similar written assent, be revoked.
[ 1959 c 312 s 13.]

catchline: Bylaws of association.


title: RCW 24.36.140

text:
The bylaws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the products handled by the association.
[ 1959 c 312 s 14.]

catchline: Bylaws of association—Transfer of stock, membership certificates limited.


title: RCW 24.36.150

text:
The bylaws may provide:
(1) The number of members constituting a quorum.
(2) The right of members to vote by proxy or by mail or both, and the conditions, manner, form and effects of such votes; the right of members to cumulate their votes and the prohibition, if desired, of cumulative voting.
(3) The number of directors constituting a quorum.
(4) The qualifications, compensation and duties and term of office of directors and officers and the time of their election.
(5) Penalties for violations of the bylaws.
[ 1959 c 312 s 15.]

catchline: Bylaws of association—Quorum, voting, directors, penalties.


title: RCW 24.36.160

text:
The bylaws may provide:
(1) The amount of entrance, organization, and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used.
(2) The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member for services rendered by the association to him or her and the time of payment and the manner of collection; and the marketing contract between the association and its members which every member may be required to sign.
(3) The amount of any dividends which may be declared on the stock or membership capital, which dividends shall not exceed eight percent per annum and which dividends shall be in the nature of interest and shall not affect the nonprofit character of any association organized hereunder.
[ 2011 c 336 s 676; 1959 c 312 s 16.]

catchline: Bylaws of association—Fees, charges, marketing contract, dividends.


title: RCW 24.36.170

text:
The bylaws may provide:
(1) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock.
(2) The method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock.
(3) The manner of assignment and transfer of the interest of members and of the shares of common stock.
(4) The conditions upon which and time when membership of any member shall cease.
(5) For the automatic suspension of the rights of a member when he or she ceases to be eligible to membership in the association; and the mode, manner, and effect of the expulsion of a member.
(6) The manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of his or her membership, or at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors; and the conditions and terms for the repurchase by the corporation from its stockholders of their stock upon their disqualification as stockholders.
[ 2011 c 336 s 677; 1959 c 312 s 17.]

catchline: Bylaws of association—Membership.


title: RCW 24.36.180

text:
The bylaws may provide for the time, place, and manner of calling and conducting meetings of the association.
[ 1959 c 312 s 18.]

catchline: Bylaws of association—Meetings.


title: RCW 24.36.190

text:
The bylaws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In such case, the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
[ 1959 c 312 s 19.]

catchline: Bylaws of association—Direct election of directors from districts of territory.


title: RCW 24.36.200

text:
The bylaws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by representatives or advisers, who themselves have been elected by the members from the several territorial districts. In such case, the bylaws shall specify the number of representatives or advisers to be elected by each district, the manner and method of reapportioning the representatives or advisers and of redistricting the territory covered by the association.
[ 1959 c 312 s 20.]

catchline: Bylaws of association—Election of directors by representatives or advisers from districts of territory.


title: RCW 24.36.210

text:
The bylaws may provide that primary elections shall be held to nominate directors. Where the bylaws provide that the territory in which the association has members shall be divided into districts, the bylaws may also provide that the results of the primary elections in the various districts shall be final and shall be ratified at the annual meeting of the association.
[ 1959 c 312 s 21.]

catchline: Bylaws of association—Primary elections to nominate directors.


title: RCW 24.36.220

text:
The bylaws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by the members. Such directors shall represent primarily the interest of the general public in such associations. The directors so nominated need not be members of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than one-fifth of the entire number of directors.
[ 1959 c 312 s 22.]

catchline: Bylaws of association—Nomination of directors by public officials or other directors—Limitation.


title: RCW 24.36.230

text:
The bylaws may provide that directors shall be elected for terms of from one to five years: PROVIDED, That at each annual election the same fraction of the total number of directors shall be elected as one year bears to the number of years of the term of office.
[ 1959 c 312 s 23.]

catchline: Bylaws of association—Terms of directors—Staggering.


title: RCW 24.36.240

text:
The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.
[ 1959 c 312 s 24.]

catchline: Bylaws of association—Executive committee.


title: RCW 24.36.250

text:
(1) Under the terms and conditions prescribed in the bylaws, an association may admit as members, or issue common stock to, only such persons as are engaged in the production of fishery products to be handled by or through the association, including the lessees and tenants of boats and equipment used for the production of such fishery products and any lessors and landlords who receive as rent all or part of the fish produced by such leased equipment.
(2) If a member of a nonstock association is other than a natural person, such member may be represented by any individual duly authorized in writing.
(3) One association may become a member or stockholder of any other association.
[ 1959 c 312 s 25.]

catchline: Qualifications of members, stockholders.


title: RCW 24.36.260

text:
When a member of an association established without shares of stock has paid his or her membership fee in full, he or she shall receive a certificate of membership.
[ 2011 c 336 s 678; 1959 c 312 s 26.]

catchline: Certificate of membership in nonstock associations.


title: RCW 24.36.270

text:
No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or his or her subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof.
[ 2011 c 336 s 679; 1959 c 312 s 27.]

catchline: Liability of member for association's debts.


title: RCW 24.36.280

text:
Meetings of members shall be held at the place as provided in the bylaws; and if no provision is made, in the city where the principal place of business is located at a place designated by the board of directors.
[ 1959 c 312 s 28.]

catchline: Place of membership meetings.


title: RCW 24.36.290

text:
In case of the expulsion of a member, and where the bylaws do not provide any procedure or penalty, the board of directors shall equitably and conclusively appraise his or her property interest in the association and shall fix the amount thereof in money, which shall be paid to him or her within one year after such expulsion.
[ 2011 c 336 s 680; 1959 c 312 s 29.]

catchline: Appraisal of expelled member's property—Payment.


title: RCW 24.36.300

text:
An association may:
Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any fishery products produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or any activity in connection with the purchase, hiring, or use by its members of supplies, machinery, or equipment, or in the financing of any such activities.
[ 1959 c 312 s 30.]

catchline: Powers of association—General scope of activities.


title: RCW 24.36.310

text:
An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.
[ 1959 c 312 s 31.]

catchline: Powers of association—Incurring indebtedness—Advances to members.


title: RCW 24.36.320

text:
An association may act as the agent or representative of any member or members in any of the two next preceding sections.
[ 1959 c 312 s 32.]

catchline: Association as agent for member.


title: RCW 24.36.330

text:
An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the bylaws.
[ 1959 c 312 s 33.]

catchline: Reserves—Investments.


title: RCW 24.36.340

text:
An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing or handling or marketing or packing or manufacturing or processing or preparing for market of any of the fishery products handled by the association.
[ 1959 c 312 s 34.]

catchline: Powers relating to capital stock or bonds of other corporations or associations.


title: RCW 24.36.350

text:
An association may buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or incidental thereto.
[ 1959 c 312 s 35.]

catchline: Powers relating to real or personal property.


title: RCW 24.36.360

text:
An association may levy assessments in the manner and in the amount provided in its bylaws.
[ 1959 c 312 s 36.]

catchline: Levy of assessments.


title: RCW 24.36.370

text:
An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects enumerated in this chapter; or conducive to or expedient for the interest or benefit of the association; and contract accordingly; and in addition exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and, in addition, any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this chapter; and do any such thing anywhere.
[ 1959 c 312 s 37.]

catchline: General powers, rights, privileges of association.


title: RCW 24.36.380

text:
An association may use or employ any of its facilities for any purpose: PROVIDED, That the proceeds arising from such use and employment go to reduce the cost of operation for its members; but the fishery products of nonmembers shall not be dealt in to an amount greater in value than such as are handled by it for its members.
[ 1959 c 312 s 38.]

catchline: Use of association's facilities—Disposition of proceeds.


title: RCW 24.36.390

text:
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling of the fishery products handled by the association, or the by-products thereof.
If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association against the commodities delivered by it, or to any other person and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed or licensed and bonded under the laws of this state or the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
[ 1959 c 312 s 39.]

catchline: Power of association to form, control, own stock in or be member of another corporation or association—Warehouse receipts.


title: RCW 24.36.400

text:
Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other cooperative or other corporation, association, or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business or any part or parts thereof. Any two or more associations may, by agreement between them, unite in employing and using or may separately employ and use the same personnel, methods, means, and agencies for carrying on and conducting their respective business.
[ 1959 c 312 s 40.]

catchline: Contracts and agreements with other corporations or associations—Joint operations.


title: RCW 24.36.410

text:
An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over fifteen years, all or any specified part of their fishery products or specified commodities exclusively to or through the association or any facilities to be created by the association.
[ 1959 c 312 s 41.]

catchline: Marketing contracts with members.


title: RCW 24.36.420

text:
If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any other time expressly and definitely specified in the contract.
[ 1959 c 312 s 42.]

catchline: When title passes on sale by member to association.


title: RCW 24.36.430

text:
The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, including interest on preferred stock, not exceeding eight percent per annum, and reserves for retiring the stock, if any; and other proper reserves; and interest not exceeding eight percent per annum upon common stock.
[ 1959 c 312 s 43.]

catchline: Association may sell products without taking title—Powers and duties.


title: RCW 24.36.440

text:
The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him or her of any provision of the marketing contract regarding the sale or delivery or withholding of fishery products; and may further provide that the member will pay all costs, premiums for bonds, expenses, and fees, in case any action is brought upon the contract by the association; and any such provisions shall be valid and enforceable in the courts of this state; and such clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties.
[ 2011 c 336 s 681; 1959 c 312 s 44.]

catchline: Liability of member for breach of marketing contract.


title: RCW 24.36.450

text:
In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
[ 1959 c 312 s 45.]

catchline: Injunctions, specific performance if breach or threatened breach by member.


title: RCW 24.36.460

text:
In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or lessor is able to control the delivery of fishery products produced by his or her equipment by tenants, or others, whose tenancy or possession or work on such equipment or the terms of whose tenancy or possession or labor thereon were created or changed after execution by the landlord or lessor, of such a marketing agreement; and in such actions, the foregoing remedies for nondelivery or breach shall lie and be enforceable against such landlord or lessor.
[ 2011 c 336 s 682; 1959 c 312 s 46.]

catchline: Presumption that landlord or lessor can control delivery—Remedies for nondelivery or breach.


title: RCW 24.36.470

text:
A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member, may be specifically enforced by the association to secure the delivery to it of such fishery products, any provisions of law to the contrary notwithstanding.
[ 1959 c 312 s 47.]

catchline: Enforcement by association to secure delivery by member.


title: RCW 24.40.010

text:
This chapter shall apply to every not for profit corporation to which Title 24 RCW applies, and which is a "private foundation" as defined in section 509 of the Internal Revenue Code of 1954, and which has been or shall be incorporated under the laws of the state of Washington after December 31, 1969. As to any such corporation so incorporated before January 1, 1970, this chapter shall apply only for its federal taxable years beginning after December 31, 1971.
[ 1971 c 59 s 2.]

catchline: Application.


title: RCW 24.40.020

text:
The articles of incorporation of every corporation to which this chapter applies shall be deemed to contain provisions prohibiting the corporation from:
(1) Engaging in any act of "self-dealing" (as defined in section 4941(d) of the Internal Revenue Code of 1954), which would give rise to any liability for the tax imposed by section 4941(a) of the Internal Revenue Code of 1954;
(2) Retaining any "excess business holdings" (as defined in section 4943(c) of the Internal Revenue Code of 1954), which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code of 1954;
(3) Making any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code of 1954, so as to give rise to any liability for the tax imposed by section 4944(a) of the Internal Revenue Code of 1954; and
(4) Making any "taxable expenditures" (as defined in section 4945(d) of the Internal Revenue Code of 1954) which would give rise to any liability for the tax imposed by section 4945(a) of the Internal Revenue Code of 1954.
[ 1971 c 59 s 3.]

catchline: Articles of incorporation deemed to contain prohibiting provisions.


title: RCW 24.40.030

text:
The articles of incorporation of every corporation to which this chapter applies shall be deemed to contain a provision requiring such corporation to distribute, for the purposes specified in its articles of incorporation, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code of 1954.
[ 1971 c 59 s 4.]

catchline: Articles of incorporation deemed to contain provisions for distribution.


title: RCW 24.40.040

text:
Nothing in this chapter shall impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.
[ 1971 c 59 s 5.]

catchline: Rights, powers, of courts, attorney general, not impaired.


title: RCW 24.40.050

text:
All references to sections of the Internal Revenue Code of 1954 shall include future amendments to such sections and corresponding provisions of future internal revenue laws.
[ 1971 c 59 s 6.]

catchline: Construction of references to federal code.


title: RCW 24.40.060

text:
Nothing in this chapter shall limit the power of any corporation not for profit now or hereafter incorporated under the laws of the state of Washington
(1) to at any time amend its articles of incorporation or other instrument governing such corporation by any amendment process open to such corporation under the laws of the state of Washington to provide that some or all provisions of RCW 24.40.010 and 24.40.020 shall have no application to such corporation; or
(2) in the case of any such corporation formed after June 10, 1971, to provide in its articles of incorporation that some or all provisions of RCW 24.40.010 and 24.40.020 shall have no application to such corporation.
[ 1971 c 59 s 7.]

catchline: Present articles of incorporation may be amended—Application to new corporation.


title: RCW 24.40.070

text:
If any provision of RCW 24.40.010 through 24.40.070 or the application thereof is held invalid, such invalidity shall not affect the other provisions or applications of RCW 24.40.010 through 24.40.070 which can be given effect without the invalid provision or application, and to this end the provisions of RCW 24.40.010 through 24.40.070 are declared to be severable.
[ 1971 c 59 s 8.]

catchline: Severability—1971 c 59.


title: RCW 24.40.080

text: See RCW 11.110.200 through 11.110.260.

catchline: Tax reform act of 1969, state implementation—Charitable trusts.


title: RCW 24.46.010

text:
It is the finding of the legislature that foreign trade zones serve an important public purpose by the creation of employment opportunities within the state and that the establishment of zones designed to accomplish this purpose is to be encouraged. It is the further intent of the legislature that the department of commerce provide assistance to entities planning to apply to the United States for permission to establish such zones.
[ 2023 c 470 s 2004; 1995 c 399 s 12; 1985 c 466 s 39; 1977 ex.s. c 196 s 1.]
Notes:
Explanatory statement—2023 c 470: See note following RCW 10.99.030.
Effective date—Severability—1985 c 466: See notes following RCW 43.31.125.
Effective date—1977 ex.s. c 196: "This 1977 amendatory act is necessary for the immediate preservation of the public peace, health, and safety, the support of the state government and its existing public institutions, and shall take effect on July 1, 1977." [ 1977 ex.s. c 196 s 8.]

catchline: Finding—Intent.


title: RCW 24.46.020

text:
A nonprofit corporation or organization, as zone sponsor, may apply to the United States for permission to establish, operate, and maintain foreign trade zones: PROVIDED, That nothing herein shall be construed to prevent these zones from being operated and financed by a private corporation(s) on behalf of said nonprofit corporation acting as zone sponsor.
[ 1977 ex.s. c 196 s 2.]
Notes:
Effective date—1977 ex.s. c 196: See note following RCW 24.46.010.

catchline: Application for permission to establish, operate and maintain foreign trade zones authorized.


title: RCW 24.50.005

text:
(1) The legislature finds that:
(a) To perform in the emerging global marketplace, Washington manufacturers must master new technologies, production processes, and methods of work organization;
(b) Only through modernization can Washington manufacturers both compete successfully in the market of the future and pay good wages;
(c) Most small and midsize manufacturers cannot easily access the technical assistance and skills training needed to make them globally competitive;
(d) To be effective, any program to improve the capability of Washington small and midsize manufacturers must reflect the specific needs and capabilities of those firms.
(2) It is the intent of the legislature that the state increase its support for delivery of modernization services to small and midsize manufacturers and leverage federal and private resources devoted to such efforts. It is the further intent of the legislature that the state facilitate the delivery of modernization services and:
(a) Encourage small and midsize firms to aggregate their demand for training and other modernization services, thus driving down the cost to the individual firm and securing more effective services; and
(b) Encourage large firms to support training consortia among their suppliers and validate the importance of high performance work organization and workplace learning as desirable supplier practices.
[ 2006 c 34 s 1.]

catchline: Findings—Intent.


title: RCW 24.50.010

text:
(1) Washington manufacturing services is organized as a private, nonprofit corporation in accordance with chapter 24.03A RCW and this section. The mission of the corporation is to operate a modernization extension system, coordinate a network of public and private modernization resources, and stimulate the competitiveness of small and midsize manufacturers in Washington.
(2) The corporation must be governed by a board of directors. A majority of the board of directors shall be representatives of small and medium-sized manufacturing firms and industry associations, networks, or consortia. The board must also include at least one member representing labor unions or labor councils and, as ex officio members, the director of the department of commerce, the executive director of the state board for community and technical colleges, and the director of the workforce training and education coordinating board, or their respective designees.
(3) The corporation may be known as impact Washington and may:
(a) Charge fees for services, make and execute contracts with any individual, corporation, association, public agency, or any other entity, and employ all other legal instruments necessary or convenient for the performance of its duties and the exercise of its powers and functions under this chapter; and
(b) Receive funds from federal, state, or local governments, private businesses, foundations, or any other source for purposes consistent with this chapter.
(4) The corporation must:
(a) Develop policies, plans, and programs to assist in the modernization of businesses in targeted sectors of Washington's economy and coordinate the delivery of modernization services;
(b) Provide information about the advantages of modernization and the modernization services available in the state to federal, state, and local economic development officials, state colleges and universities, and private providers;
(c) Collaborate with the Washington quality initiative in the development of manufacturing quality standards and quality certification programs;
(d) Collaborate with industry sector and cluster associations to inform import-impacted manufacturers about federal trade adjustment assistance funding;
(e) Serve as an information clearinghouse and provide access for users to the federal manufacturing extension partnership national research and information system; and
(f) Provide, either directly or through contracts, assistance to industry or cluster associations, networks, or consortia, that would be of value to their member firms in:
(i) Adopting advanced business management practices such as strategic planning and total quality management;
(ii) Developing mechanisms for interfirm collaboration and cooperation;
(iii) Appraising, purchasing, installing, and effectively using equipment, technologies, and processes that improve the quality of goods and services and the productivity of the firm;
(iv) Improving human resource systems and workforce training in a manner that moves firms toward flexible, high-performance work organizations;
(v) Developing new products;
(vi) Conducting market research, analysis, and development of new sales channels and export markets;
(vii) Improving processes to enhance environmental, health, and safety compliance; and
(viii) Improving credit, capital management, and business finance skills.
(5) Between thirty-five and sixty-five percent of the funds received by the corporation from the state must be used by the corporation for carrying out the duties under subsection (4)(f) of this section, consistent with the intent of RCW 24.50.005(2).
[ 2021 c 176 s 5209; 2011 c 310 s 1; 2006 c 34 s 2.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Washington manufacturing services—Organization—Mission—Board of directors—Powers—Duties.


title: RCW 24.55.005

text:
Chapter 436, Laws of 2009 may be known and cited as the uniform prudent management of institutional funds act.
[ 2009 c 436 s 1.]

catchline: Short title.


title: RCW 24.55.007

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.
[ 2009 c 436 s 10.]

catchline: Uniformity of application and construction.


title: RCW 24.55.010

text:
In this chapter:
(1) "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose, or any other purpose the achievement of which is beneficial to the community.
(2) "Endowment fund" means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. "Endowment fund" does not include assets that an institution designates as an endowment fund for its own use.
(3) "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund.
(4) "Institution" means:
(a) A person, other than an individual, organized and operated exclusively for charitable purposes;
(b) A government or governmental subdivision, agency, or instrumentality, to the extent that it holds funds exclusively for a charitable purpose; or
(c) A trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated.
(5) "Institutional fund" means a fund held by an institution exclusively for charitable purposes. "Institutional fund" does not include:
(a) Program-related assets;
(b) A fund held for an institution by a trustee that is not an institution; or
(c) A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.
(6) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(7) "Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment.
(8) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
[ 2009 c 436 s 2.]

catchline: Definitions.


title: RCW 24.55.015

text:
(1) Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund.
(2) In addition to complying with the duty of loyalty imposed by law other than this chapter, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(3) In managing and investing an institutional fund, an institution:
(a) May incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution, and the skills available to the institution; and
(b) Shall make a reasonable effort to verify facts relevant to the management and investment of the fund.
(4) An institution may pool two or more institutional funds for purposes of management and investment.
(5) Except as otherwise provided by a gift instrument, the following rules apply:
(a) In managing and investing an institutional fund, the following factors, if relevant, must be considered:
(i) General economic conditions;
(ii) The possible effect of inflation or deflation;
(iii) The expected tax consequences, if any, of investment decisions or strategies;
(iv) The role that each investment or course of action plays within the overall investment portfolio of the fund;
(v) The expected total return from income and the appreciation of investments;
(vi) Other resources of the institution;
(vii) The needs of the institution and the institutional fund to make distributions and to preserve capital; and
(viii) An asset's special relationship or special value, if any, to the charitable purposes of the institution.
(b) Management and investment decisions about an individual asset must be made not in isolation but rather in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the institutional fund and to the institution.
(c) Except as otherwise provided by law, an institution may invest in any kind of property or type of investment consistent with this section.
(d) An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification.
(e) Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio, in order to bring the institutional fund into compliance with the purposes, terms, and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this chapter.
(f) A person that has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.
[ 2009 c 436 s 3.]

catchline: Standard of conduct in managing and investing institutional fund.


title: RCW 24.55.025

text:
(1) Subject to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes, and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors:
(a) The duration and preservation of the endowment fund;
(b) The purposes of the institution and the endowment fund;
(c) General economic conditions;
(d) The possible effect of inflation or deflation;
(e) The expected total return from income and the appreciation of investments;
(f) Other resources of the institution; and
(g) The investment policy of the institution.
(2) To limit the authority to appropriate for expenditure or accumulate under subsection (1) of this section, a gift instrument must specifically state the limitation.
(3) Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income," "interest," "dividends," or "rents, issues, or profits," or "to preserve the principal intact," or words of similar import:
(a) Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and
(b) Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection (1) of this section.
[ 2009 c 436 s 4.]

catchline: Appropriation for expenditure or accumulation of endowment fund—Rules of construction.


title: RCW 24.55.035

text:
(1) Subject to any specific limitation set forth in a gift instrument or in law other than this chapter, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in:
(a) Selecting an agent;
(b) Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and
(c) Periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation.
(2) In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.
(3) An institution that complies with subsection (1) of this section is not liable for the decisions or actions of an agent to which the function was delegated.
(4) By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function.
(5) An institution may delegate management and investment functions to its committees, officers, or employees as authorized by law.
[ 2009 c 436 s 5.]

catchline: Delegation of management and investment functions.


title: RCW 24.55.045

text:
(1) If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution.
(2) The court, upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. The institution shall notify the attorney general of the application, and the attorney general must be given an opportunity to be heard. To the extent practicable, any modification must be made in accordance with the donor's probable intention.
(3) If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve, or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. The institution shall notify the attorney general of the application, and the attorney general must be given an opportunity to be heard.
(4) If an institution determines that a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund is unlawful, impracticable, impossible to achieve, or wasteful, the institution, sixty days after notification to the attorney general, may release or modify the restriction, in whole or part, if:
(a) The institutional fund subject to the restriction has a total value of less than seventy-five thousand dollars. On the first day of July of each year, beginning on July 1, 2011, the dollar limit provided in this subsection (4)(a) shall increase by an amount of two thousand five hundred dollars;
(b) More than twenty years have elapsed since the fund was established; and
(c) The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.
[ 2009 c 436 s 6.]

catchline: Release or modification of restrictions on management, investment, or purpose.


title: RCW 24.55.055

text:
Compliance with this chapter is determined in light of the facts and circumstances existing at the time a decision is made or action is taken, and not by hindsight.
[ 2009 c 436 s 7.]

catchline: Reviewing compliance.


title: RCW 24.55.065

text:
(1) Before July 1, 2009, this chapter applies to an institutional fund existing on May 11, 2009, only if the institution's governing body elects to apply this chapter to the institutional fund before July 1, 2009.
(2) On and after July 1, 2009, this chapter applies to all institutional funds.
(3) As applied to institutional funds existing on May 11, 2009, this chapter governs only decisions made or actions taken on or after July 1, 2009, except that in the case of an institution that makes the election under subsection (1) of this section this chapter governs decisions made or actions taken on or after the date the institution elects to be covered by this chapter.
[ 2009 c 436 s 8.]

catchline: Application to existing institutional funds.


title: RCW 24.55.075

text:
This chapter modifies, limits, and supersedes the electronic signatures in global and national commerce act (15 U.S.C. Sec. 7001 et seq.), but does not modify, limit, or supersede 15 U.S.C. Sec. 7001 (c), or authorize electronic delivery of any of the notices described in 15 U.S.C. Sec. 7003(b).
[ 2010 1st sp.s. c 26 s 3; 2009 c 436 s 9.]

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


title: RCW 24.55.900

text:
This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect immediately [May 11, 2009].
[ 2009 c 436 s 14.]

catchline: Effective date—2009 c 436.


title: RCW 24.60.005

text:
(1) The intrastate building safety mutual aid system is established to provide for mutual assistance among member jurisdictions in the case of a building safety emergency or to participate in training and exercises.
(2) Unless otherwise provided in subsection (3) of this section, the following governmental entities are member jurisdictions of the intrastate building safety mutual aid system:
(a) Counties;
(b) Cities and towns;
(c) Tribal governmental entities that declare an intention, in writing, to participate as a member jurisdiction in the intrastate building safety mutual aid system; and
(d) Other governmental entities with responsibilities of ensuring building safety.
(3) Nothing in this section precludes a governmental entity participating in the intrastate building safety mutual aid system from entering into other mutual aid agreements otherwise permitted by law.
(4) Mutual assistance may include immediate responses to a building safety emergency, effort to mitigate or prevent further damages, or recovery activities.
(5) Nothing in this section is intended to interfere with other mutual aid systems established by law. Existing mutual aid systems including fire and law enforcement mobilization systems established by RCW 43.43.960 through 43.43.975 are unaffected by this chapter.
[ 2011 c 215 s 1.]


title: RCW 24.60.010

text:
Unless the context clearly indicates otherwise, the definitions in this section apply throughout the chapter.
(1) "Building safety emergency" means a situation that temporarily renders a building safety department incapable of providing building safety services and includes, but is not limited to, declared states of emergency, declared disasters, and other situations that temporarily impair the jurisdictions ability to provide building safety operations.
(2) "Chief executive officer" means the county executive in those charter counties with an elective office of county executive, however designated, and, in the case of other counties, the county legislative authority. In the case of cities and towns, it means the mayor in those cities and towns with mayor-council or commission forms of government, where the mayor is directly elected, and it means the city manager in those cities and towns with council manager forms of government. Cities and towns may also designate a chief executive officer for the purposes of this chapter by ordinance.
(3) "Command" means the ultimate authority over emergency responders and resources, held by the responding member jurisdiction.
(4) "Emergency responder" means a person with skills, qualifications, training, knowledge, and experience to respond in the case of a declared emergency, as defined by law, including expertise in such areas as law enforcement, firefighting, emergency medical services, medicine, nursing, public health, emergency management, public works, building safety specialized equipment operations skills, or other skills needed to provide aid in a state of emergency.
(5) "Operational control" means the subset of command, granted by the responding member jurisdiction to the requesting member jurisdiction for the duration of the deployment of emergency responders or resources, under the intrastate building safety mutual aid system. Operational control includes the day-to-day direction and operation of emergency responders or resources while deployed under the intrastate building safety mutual aid system, but does not include discipline, promotion, hiring, and firing of emergency responders, nor ownership nor disposition of resources.
(6) "Requesting member jurisdiction" means a member jurisdiction that requests assistance from another member jurisdiction under the process established by the intrastate building safety mutual aid system.
(7) "Resources" includes supplies, materials, equipment, facilities, energy, services, information, or systems used to prevent, mitigate, respond to, or recover from any incident resulting in a deployment under this chapter.
(8) "Responding member jurisdiction" means a member jurisdiction that has or intends to provide emergency responders and/or resources to a requesting member jurisdiction under the process established by the intrastate building safety mutual aid system.
[ 2011 c 215 s 9.]


title: RCW 24.60.020

text:
A member jurisdiction may request assistance from other member jurisdictions to respond to, mitigate, or recover from a building safety emergency, or for participation of other member jurisdictions in authorized drills or exercises, subject to the following provisions:
(1) A member jurisdiction requesting assistance under the intrastate building safety mutual aid system must (a) be experiencing a building safety emergency as defined in RCW 24.60.010 or (b) anticipate undertaking drills or exercises.
(2) The chief executive officer of a requesting member jurisdiction, or his or her authorized designee, must request assistance under the intrastate building safety mutual aid system directly from the chief executive officer of another member jurisdiction.
(3) A verbal request for assistance must be confirmed by a written request as soon as practicable.
(4) A responding member jurisdiction may withhold requested resources for any reason.
(5) Emergency responders from a responding member jurisdiction are under the general command of the responding member jurisdiction and the operational control of the requesting member jurisdiction. All emergency intrastate building safety mutual aid system responders shall work within the infrastructure of any established incident command system as defined in RCW 38.52.010.
(6) Resources from a responding member jurisdiction are under the command of the responding member jurisdiction and the operational control of the requesting member jurisdiction.
(7) Response under this agreement is voluntary. Unless otherwise provided by this section, a requesting member jurisdiction shall reimburse responding member jurisdictions for the true and full value of assistance provided pursuant to the intrastate building safety mutual aid system. Requests for reimbursement must be made within thirty days in accordance with procedures and rates developed by the *intrastate building safety mutual aid oversight committee.
(8) If not otherwise prohibited, a responding member jurisdiction may donate requested emergency responder assistance and resources to a requesting member jurisdiction.
[ 2011 c 215 s 2.]
Notes:
*Reviser's note: 2011 c 215 s 10, creating the oversight committee, was vetoed.

catchline: Request for assistance—Conditions.


title: RCW 24.60.030

text:
An emergency responder holding a license, certificate, or other permit issued by a responding member jurisdiction evidencing qualification in a professional, mechanical, or other skill shall be deemed to be licensed, certified, or permitted in the requesting member jurisdiction, subject to any limitations and conditions the chief executive of the requesting member jurisdiction may prescribe.
[ 2011 c 215 s 3.]

catchline: Emergency responders—Qualifications.


title: RCW 24.60.040

text:
An employee of a responding member jurisdiction that dies or sustains an injury in the course of his or her employment, while providing assistance under the intrastate building safety mutual aid system, is eligible to receive the benefits that would otherwise be available for injuries sustained or death in the course of employment.
[ 2011 c 215 s 4.]

catchline: Employee death—Benefits.


title: RCW 24.60.050

text:
(1) A responding member jurisdiction may designate, in writing, persons to serve as temporary emergency responders for the purposes of deploying such persons under the intrastate building safety mutual aid system. A designation as a temporary emergency responder does not grant any right to wages, salary, pensions, health benefits, seniority or other benefits.
(2) The *intrastate building safety mutual aid oversight committee will develop guidelines and procedures detailing this temporary designation process.
[ 2011 c 215 s 5.]
Notes:
*Reviser's note: 2011 c 215 s 10, creating the oversight committee, was vetoed.

catchline: Temporary emergency responders.


title: RCW 24.60.060

text:
(1) A member jurisdiction that has a disagreement with another member jurisdiction regarding reimbursement for assistance under the provisions of this chapter may send a written request to the other member jurisdiction to resolve the matter within thirty days.
(2) If the dispute is not resolved within thirty days of the receipt of the written request, either party may request arbitration.
[ 2011 c 215 s 6.]


title: RCW 24.60.070

text:
(1) For purposes of tort liability or immunity, an emergency responder of a responding member jurisdiction is considered an agent of the requesting member jurisdiction.
(2) A responding member jurisdiction rendering aid under this system is not liable for the acts or omissions in good faith of the responding member jurisdiction's emergency responders or resources.
(3) For purposes of this section, good faith does not include willful misconduct, gross negligence, or recklessness.
[ 2011 c 215 s 7.]

catchline: Tort liability or immunity—Good faith.


title: RCW 24.60.080

text:
The intrastate building safety mutual aid system does not provide rights or privileges to any person responding for any reason if a member jurisdiction has not requested or authorized that person to respond to the building safety emergency.
[ 2011 c 215 s 8.]

catchline: Person responds without request or authorization.


title: RCW 25.05.005

text:
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise:
(1) "Business" includes every trade, occupation, and profession.
(2) "Debtor in bankruptcy" means a person who is the subject of:
(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(b) A comparable order under federal, state, or foreign law governing insolvency.
(3) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(4) "Foreign limited liability partnership" means a partnership that:
(a) Is formed under laws other than the laws of this state; and
(b) Has the status of a limited liability partnership under those laws.
(5) "Limited liability partnership" means a partnership that has filed an application under RCW 25.05.500 and does not have a similar statement in effect in any other jurisdiction.
(6) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under RCW 25.05.055, predecessor law, or comparable law of another jurisdiction.
(7) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(8) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(9) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
(10) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(11) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
(12) "Registered agent" means the person designated under Article 4 of chapter 23.95 RCW to serve as the agent of the entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.
(13) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
(14) "Statement" means a statement of partnership authority under RCW 25.05.110, a statement of denial under RCW 25.05.115, a statement of dissociation under RCW 25.05.265, a statement of dissolution under RCW 25.05.320, or an amendment or cancellation of any statement under these sections.
(15) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
[ 2015 c 176 s 5101; 2009 c 202 s 3; 1998 c 103 s 101.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.


title: RCW 25.05.010

text:
(1) A person knows a fact if the person has actual knowledge of it.
(2) A person has notice of a fact if the person:
(a) Knows of it;
(b) Has received a notification of it; or
(c) Has reason to know it exists from all of the facts known to the person at the time in question.
(3) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(4) A person receives a notification when the notification:
(a) Comes to the person's attention; or
(b) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(5) Except as otherwise provided in subsection (6) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
[ 1998 c 103 s 102.]

catchline: Knowledge and notice.


title: RCW 25.05.015

text:
(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(2) The partnership agreement may not:
(a) Vary the rights and duties under RCW 25.05.025 except to eliminate the duty to provide copies of statements to all of the partners;
(b) Unreasonably restrict the right of access to books and records under RCW 25.05.160(2);
(c) Eliminate the duty of loyalty under RCW 25.05.165(2) or 25.05.235(2)(c), but, if not manifestly unreasonable:
(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty; or
(ii) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(d) Unreasonably reduce the duty of care under RCW 25.05.165(3) or 25.05.235(2)(c);
(e) Eliminate the obligation of good faith and fair dealing under RCW 25.05.165(4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(f) Vary the power to dissociate as a partner under RCW 25.05.230(1), except to require the notice under RCW 25.05.225(1) to be in writing;
(g) Vary the right of a court to expel a partner in the events specified in RCW 25.05.225(5);
(h) Vary the requirement to wind up the partnership business in cases specified in RCW 25.05.300 (4), (5), or (6);
(i) Vary the law applicable to a limited liability partnership under RCW 25.05.030(2); or
(j) Restrict rights of third parties under this chapter.
[ 1998 c 103 s 103.]

catchline: Effect of partnership agreement—Nonwaivable provisions.


title: RCW 25.05.020

text:
(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in RCW 19.52.010(1).
[ 1998 c 103 s 104.]

catchline: Supplemental principles of law.


title: RCW 25.05.025

text:
(1) A statement may be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. A certified copy of a statement that is filed in an office in another state may be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
(2) A statement delivered by a partnership to the secretary of state for filing must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person shall personally declare under penalty of perjury that the contents of the statement are accurate.
(3) A person authorized by this chapter to deliver a statement to the secretary of state for filing may amend or cancel the statement by delivering to the secretary of state for filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(4) A person who delivers a statement to the secretary of state for filing shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
[ 2015 c 176 s 5102; 1998 c 103 s 105.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Delivery and filing of statements.


title: RCW 25.05.030

text:
(1) Except as otherwise provided in subsection (2) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and the partnership.
(2) The law of this state governs relations among the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
[ 1998 c 103 s 106.]

catchline: Governing law.


title: RCW 25.05.035

text:
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
[ 1998 c 103 s 107.]

catchline: Partnership subject to amendment or repeal of chapter.


title: RCW 25.05.050

text:
(1) A partnership is an entity distinct from its partners.
(2) A limited liability partnership continues to be the same entity that existed before the filing of an application under RCW 25.05.500(2).
[ 2000 c 169 s 10; 1998 c 103 s 201.]

catchline: Partnership as entity.


title: RCW 25.05.055

text:
(1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(2) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(3) In determining whether a partnership is formed, the following rules apply:
(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;
(b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived; and
(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) Of a debt by installments or otherwise;
(ii) For services as an independent contractor or of wages or other compensation to an employee;
(iii) Of rent;
(iv) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) For the sale of the goodwill of a business or other property by installments or otherwise.
[ 1998 c 103 s 202.]

catchline: Formation of partnership.


title: RCW 25.05.060

text:
Property acquired by a partnership is property of the partnership and not of the partners individually.
[ 1998 c 103 s 203.]

catchline: Partnership property.


title: RCW 25.05.065

text:
(1) Property is partnership property if acquired in the name of:
(a) The partnership; or
(b) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership, whether or not there is an indication of the name of the partnership.
(2) Property is acquired in the name of the partnership by a transfer to:
(a) The partnership in its name; or
(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(4) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
[ 1998 c 103 s 204.]

catchline: When property is partnership property.


title: RCW 25.05.100

text:
Subject to the effect of a statement of partnership authority under RCW 25.05.110:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
[ 1998 c 103 s 301.]

catchline: Partner agent of partnership.


title: RCW 25.05.105

text:
(1) Partnership property may be transferred as follows:
(a) Subject to the effect of a statement of partnership authority under RCW 25.05.110, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name;
(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; or
(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under RCW 25.05.100, and:
(a) As to a subsequent transferee who gave value for property transferred under subsection (1)(a) and (b) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(b) As to a transferee who gave value for property transferred under subsection (1)(c) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property.
(4) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
[ 1998 c 103 s 302.]

catchline: Transfer of partnership property.


title: RCW 25.05.110

text:
(1) A partnership may deliver to the secretary of state for filing a statement of partnership authority, which:
(a) Must include:
(i) The name of the partnership; and
(ii) The street address of its chief executive office and of one office in this state, if there is one; and
(b) May state the names of all of the partners, the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership, the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(2) A grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person not a partner who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in a subsequently filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
(3) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if the limitation is contained in a filed statement of partnership authority.
(4) Except as otherwise provided in subsection (3) of this section and RCW 25.05.265 and 25.05.320, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
(5) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, or the most recent amendment, was filed by the secretary of state.
[ 2015 c 176 s 5103; 1998 c 103 s 303.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Statement of partnership authority.


title: RCW 25.05.115

text:
A partner, or other person named as a partner in a filed statement of partnership authority, may deliver to the secretary of state for filing a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in RCW 25.05.110 (2) and (3).
[ 2015 c 176 s 5104; 1998 c 103 s 304.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Statement of denial.


title: RCW 25.05.120

text:
(1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(2) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
[ 1998 c 103 s 305.]

catchline: Partnership liable for partner's actionable conduct.


title: RCW 25.05.125

text:
(1) Except as otherwise provided in subsections (2), (3), and (4) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(3) Except as otherwise provided in subsection (4) of this section, an obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed, in the case of a limited liability partnership in existence on June 11, 1998, and, in the case of a partnership becoming a limited liability partnership after June 11, 1998, immediately before the vote required to become a limited liability partnership under RCW 25.05.500(1).
(4) If the partners of a limited liability partnership or a foreign limited liability partnership are required to be licensed to provide professional services as defined in RCW 18.100.030, and the partnership fails to maintain for itself and for its members practicing in this state a policy of professional liability insurance, bond, deposit in trust, bank escrow of cash, bank certificates of deposit, United States treasury obligations, bank letter of credit, insurance company bond, or other evidence of financial responsibility of a kind designated by rule by the state insurance commissioner and in the amount of at least one million dollars or such greater amount, not to exceed three million dollars, as the state insurance commissioner may establish by rule for a licensed profession or for any specialty within a profession, taking into account the nature and size of the businesses within the profession or specialty, then the partners shall be personally liable to the extent that, had such insurance, bond, deposit in trust, bank escrow of cash, bank certificates of deposit, United States treasury obligations, bank letter of credit, insurance company bond, or other evidence of responsibility been maintained, it would have covered the liability in question.
[ 1998 c 103 s 306.]

catchline: Partner's liability.


title: RCW 25.05.130

text:
(1) A partnership may sue and be sued in the name of the partnership.
(2) An action may be brought against the partnership and, to the extent not inconsistent with RCW 25.05.125, any or all of the partners in the same action or in separate actions.
(3) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(4) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under RCW 25.05.125, and:
(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) The partnership is a debtor in bankruptcy;
(c) The partner has agreed that the creditor need not exhaust partnership assets;
(d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(e) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(5) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under RCW 25.05.135.
[ 1998 c 103 s 307.]

catchline: Actions by and against partnership and partners.


title: RCW 25.05.135

text:
(1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(3) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(4) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(5) Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners as to each other are not liable as partners to other persons.
[ 1998 c 103 s 308.]

catchline: Liability of purported partner.


title: RCW 25.05.150

text:
(1) Each partner is deemed to have an account that is:
(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(6) Each partner has equal rights in the management and conduct of the partnership business.
(7) A partner may use or possess partnership property only on behalf of the partnership.
(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(9) A person may become a partner only with the consent of all of the partners.
(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(11) This section does not affect the obligations of a partnership to other persons under RCW 25.05.100.
[ 1998 c 103 s 401.]

catchline: Partner's rights and duties.


title: RCW 25.05.155

text:
A partner has no right to receive, and may not be required to accept, a distribution in kind.
[ 1998 c 103 s 402.]

catchline: Distributions in kind.


title: RCW 25.05.160

text:
(1) A partnership shall keep its books and records, if any, at its chief executive office.
(2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(a) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
(b) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
[ 1998 c 103 s 403.]

catchline: Partner's rights and duties with respect to information.