Title 23 — Title 23 CORPORATIONS AND ASSOCIATIONS (PROFIT) (Business Corporation Act: See Title 23B RCW)

This chapter may be cited as the Washington limited cooperative association act.[ 2019 c 37 s 101.]

(1) In this chapter, except for RCW 23.100.1301 through 23.100.1320:(a) "Articles of organization" means the articles of organization of a limited cooperative association required by RCW 23.100.0201. The term includes the articles as amended or restated.(b) "Board of directors" m…

(1) A limited cooperative association organized under this chapter is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:(a) Ownership, financ…

(1) A limited cooperative association is an entity distinct from its members.(2) A limited cooperative association may be organized for any lawful purpose, regardless of whether for profit, except that a limited cooperative association may not be organized for the purpose of gene…

Unless its articles of organization provide otherwise, a limited cooperative association has the capacity to sue and be sued in its own name and has the power to do all things necessary or convenient to carry on its activities and affairs. An association may maintain an action ag…

The law of this state governs:(1) The internal affairs of a limited cooperative association; and(2) The liability of a member as a member and a director as a director for the debts, obligations, or other liabilities of a limited cooperative association.[ 2019 c 37 s 106.]

(1) This chapter does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a forei…

To the extent a limited cooperative association or activities conducted by the association in this state meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of RCW 19.86.030 through 19.86.050, the association and its…

(1) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by this chapter, the organic rules may provide for any matter concerning the relations among the members of the association and between the members …

(1) Subject to subsection (2) of this section, a limited cooperative association shall maintain in a record available at its principal office:(a) A list containing the name, last known street address and, if different, mailing address, and term of office of each director and offi…

Subject to RCW 23.100.0618 and 23.100.0619 and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that is …

A person may have a patron member's interest and an investor member's interest. When such person acts as a patron member, the person is subject to this chapter and the organic rules governing patron members. When such person acts as an investor member, the person is subject to th…

Use of the term "cooperative" or its abbreviation under this chapter is not a violation of the provisions restricting the use of the term under RCW 23.86.030.[ 2019 c 37 s 113.]

The following subjects are covered in whole or in part outside this chapter:(1) Delivery of record: RCW 23.95.110;(2) Filing with secretary of state: RCW 23.95.200 through 23.95.265;(3) Name of entity: RCW 23.95.300 through 23.95.315;(4) Registered agent of entity: RCW 23.95.400 …

(1) One or more persons may act as organizers to form a limited cooperative association by delivering to the secretary of state for filing articles of organization.(2) The articles of organization must state:(a) The name of the limited cooperative association, which must comply w…

(1) After a limited cooperative association is formed:(a) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organiz…

(1) Bylaws must be in a record and, if not stated in the articles of organization, must include:(a) A statement of the capital structure of the limited cooperative association, including:(i) The classes or other types of members' interests and relative rights, preferences, and re…

A record delivered to the secretary of state for filing pursuant to chapter 23.95 RCW and this chapter must be executed as follows:(1) A limited cooperative association's initial articles of organization must be executed by at least one person acting as an organizer.(2) A stateme…

(1) A limited cooperative association may amend its organic rules under this chapter for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under RCW 23.100.0203.(2) Unless the organic rules otherwise provide, a member does not …

(1) Except as provided in RCW 23.100.0301(1) and 23.100.0305(6), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either:(a) A majority of the board of directors, or a greater percentage if required b…

(1) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs.(2) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on th…

(1) This section applies if the organic rules provide for voting by district or class, or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in RCW 23.100…

(1) Subject to RCW 23.100.0304 and subsections (3) and (4) of this section, an amendment to the articles of organization must be approved by:(a) At least two-thirds of the voting power of members present at a members meeting called under RCW 23.100.0302; and(b) If the limited coo…

A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended…

(1) To amend its articles of organization, a limited cooperative association must deliver to the secretary of state for filing an amendment of the articles, or restated articles of organization, which contain one or more amendments of the articles of organization, stating:(a) The…

To begin business, a limited cooperative association must have at least two patron members unless the sole member is a cooperative.[ 2019 c 37 s 401.]

After formation of a limited cooperative association, a person becomes a member:(1) As provided in the organic rules;(2) As the result of a conversion or merger effective under RCW 23.100.1301 through 23.100.1320; or(3) With the affirmative vote or consent of all the members.[ 20…

(1) A member is not an agent of a limited cooperative association solely by reason of being a member.(2) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited cooperative association because of the person's con…

(1) Unless the articles of organization provide otherwise, a debt, obligation, or other liability of a limited cooperative association is solely the debt, obligation, or other liability of the association. A member or director is not personally liable, directly or indirectly, by …

(1) On at least ten business days' demand made in a record received by a limited cooperative association, a member may inspect and copy during regular business hours, at the principal office or a reasonable location specified by the limited cooperative association, required infor…

(1) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules.(2) An annual members meeting may be held inside or outside this state at the place stated in the organic rules or selected by the boar…

(1) A special meeting of members may be called only:(a) As provided in the organic rules;(b) By a majority vote of the board of directors on a proposal stating the purpose of the meeting;(c) By demand in a record executed by members holding at least twenty percent of the voting p…

(1) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least ten and not more than one hundred twenty days before the meeting.(2) Unless the articles of organization otherwise provide, notice of an annual members meetin…

(1) A member may waive notice of a members meeting before, during, or after the meeting.(2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's a…

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

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

(1) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following:(a) One member, one vote;(b) Use or patronage; or(c) If a patron member is a cooperative, the number of its patron members.(2) The organic rules may provide …

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

If a limited cooperative association has both patron and investor members, the following rules apply:(1) The total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote.(2) Action on any matter is approved only upon the aff…

(1) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection does not prohibit delegate voting based on district or class.(2) If voting by a proxy is permitted, a patron member may appoint only another patron member as a pr…

(1) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if the action is approved by members entitled to vote on the action in the aggregate not less than the minimum number of…

(1) The organic rules may provide for the formation of geographic districts of patron members and:(a) For the conduct of patron member meetings by districts and the election of directors at the meetings; or(b) That districts may elect district delegates to represent and vote for …

(1) For a limited cooperative association to approve a plan for a transaction under RCW 23.100.1301 through 23.100.1320, the plan must be approved by a majority of the board of directors, or a greater vote if required by the organic rules, and the board shall call a members meeti…

(1) A consumer cooperative organized under this chapter may satisfy any provisions of this chapter requiring that certain information or materials must be set forth in a writing accompanying or contained in the notice of a meeting of its members, by:(a) Posting the information or…

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

(1) Unless the organic rules establish investor members' interests, a member's interest is a patron member's interest.(2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the pers…

(1) The provisions of this chapter relating to the transferability of a member's interest are subject to Title 62A RCW.(2) Unless the organic rules otherwise provide, a member's interest other than financial rights is not transferable.(3) Unless a transfer is restricted or prohib…

(1) A limited cooperative association must have a board of directors of at least three individuals, unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members.(2) The af…

A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or other liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for …

(1) Unless the organic rules otherwise provide, and subject to subsection (3) of this section, each director of a limited cooperative association must be an individual who is a member of the association or an individual who is designated by a member that is not an individual for …