Title 23 — Title 23 CORPORATIONS AND ASSOCIATIONS (PROFIT) (Business Corporation Act: See Title 23B RCW)
5 chapters · 238 sections in this title.
RCW 23.100.1204 Member action on disposition of assets.
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(1) Subject to subsection (2) of this section, a disposition of assets under RCW 23.100.1202 must be approved by:(a) At least two-thirds of the voting power of members present at a members meeting called under RCW 23.100.1203(2); and(b) If the limited cooperative association has …
RCW 23.100.1301 Definitions.
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(1) In this section and RCW 23.100.1302 through 23.100.1320:(a) "Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity's organic rules, organic law, and other law to:(i) Propose a conversion or merge…
RCW 23.100.1302 Conversion authorized.
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By complying with this section and RCW 23.100.1303 through 23.100.1307, a domestic qualifying entity may become a domestic limited cooperative association.[ 2019 c 37 s 1302.]
RCW 23.100.1303 Plan of conversion.
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(1) A qualifying entity may convert to a limited cooperative association under this subchapter by approving a plan of conversion. The plan must be in a record and contain:(a) The name and type of entity of the converting entity;(b) The name of the converted entity;(c) The manner …
RCW 23.100.1304 Approval of conversion.
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A plan of conversion is not effective unless it has been approved:(1) By a converting entity:(a) In accordance with the requirements, if any, in its organic rules for approval of a conversion; or(b) By all of the interest holders of the entity entitled to vote on or consent to an…
RCW 23.100.1305 Amendment or abandonment of plan of conversion.
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(1) A plan of conversion of a converting entity may be amended:(a) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or(b) By its governors or interest holders in the manner provided in the plan, but an interest h…
RCW 23.100.1306 Statement of conversion—Effective date of conversion.
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(1) A statement of conversion must be executed by the converting entity and delivered to the secretary of state for filing.(2) A statement of conversion must contain:(a) The name, jurisdiction of formation, and type of entity of the converting entity;(b) The name of the converted…
RCW 23.100.1307 Effect of conversion.
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(1) When a conversion becomes effective:(a) The converted entity is:(i) Organized under and subject to the organic law of the converted entity; and(ii) The same entity without interruption as the converting entity;(b) All property of the converting entity continues to be vested i…
RCW 23.100.1308 Merger authorized.
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(1) Except as otherwise provided in this section, by complying with this section and RCW 23.100.1309 through 23.100.1313:(a) One or more domestic limited cooperative associations may merge with one or more domestic cooperative associations organized under this chapter or chapter …
RCW 23.100.1309 Plan of merger.
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(1) A domestic limited cooperative association may become a party to a merger under this section and RCW 23.100.1308 and 23.100.1310 through 23.100.1313 by approving a plan of merger. The plan must be in a record and contain:(a) As to each merging cooperative association, its nam…
RCW 23.100.1310 Approval of merger.
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(1) A plan of merger is not effective unless it has been approved by a domestic merging limited cooperative association as provided in RCW 23.100.0418.(2) A merger involving a domestic merging cooperative association that is not a limited cooperative association is not effective …
RCW 23.100.1311 Amendment or abandonment of plan of merger.
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(1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.(2) A domestic merging limited cooperative association may approve an amendment of a plan of merger:(a) In the same manner as the plan was approved, if th…
RCW 23.100.1312 Statement of merger—Effective date of merger.
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(1) A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing.(2) A statement of merger must contain:(a) The name, jurisdiction of formation, and type of cooperative association of each merging cooperative association that is n…
RCW 23.100.1313 Effect of merger.
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(1) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective:(a) The surviving cooperative association continues or comes into existence;(b) Each merging cooperative association that is not the surviving cooperative association ceases to exist;(c…
RCW 23.100.1314 Relationship to other laws.
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(1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.(2) A conversion effected under this subchapter may not create or impair a right, duty, or obligation of a person under the statutor…
RCW 23.100.1315 Charitable assets.
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Property held for a charitable purpose under the law of this state by a domestic or foreign cooperative association immediately before a conversion or merger under this subchapter becomes effective may not, as a result of the conversion or merger, be diverted from the objects for…
RCW 23.100.1316 Status of filings.
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A filing under this subchapter executed by a domestic cooperative association becomes part of the public organic record of the cooperative association if the cooperative association's organic law provides that similar filings under that law become part of the public organic recor…
RCW 23.100.1317 Nonexclusivity.
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The fact that a conversion or merger under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.[ 2019 c 37 s 1317.]
RCW 23.100.1318 Reference to external facts.
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A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or ac…
RCW 23.100.1319 Alternative means of approval of conversion or merger.
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Except as otherwise provided in the organic law or organic rules of a domestic cooperative association, approval of a conversion or merger under this subchapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this subchapter for approv…
RCW 23.100.1320 Subjects covered.
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The following subjects are covered in whole or in part in chapter 23.95 RCW:(1) Delivery of record;(2) Filing with secretary of state;(3) Name of entity;(4) Registered agent of entity; and(5) Miscellaneous provisions, including reservation or power to amend or repeal and suppleme…
RCW 23.100.1501 Uniformity of application and construction—2019 c 37.
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In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.[ 2019 c 37 s 1501.]
RCW 23.100.1502 Relation to electronic signatures in global and national commerce act.
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This chapter modifies, limits, and supersedes the electronic signatures in global and national commerce act, 15 U.S.C. Section [Sec.] 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. Section [Sec.] 7001(c) or authorize electronic delive…
RCW 23.100.1503 Savings—2019 c 37.
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This act does not affect an action commenced, or proceeding brought, or right accrued before July 28, 2019.[ 2019 c 37 s 1503.]