Title 23 — Title 23 CORPORATIONS AND ASSOCIATIONS (PROFIT) (Business Corporation Act: See Title 23B RCW)
5 chapters · 238 sections in this title.
RCW 23.78.010 Definitions.
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For the purposes of this chapter, the terms defined in this section have the meanings given:(1) "Employee cooperative" means a corporation that has elected to be governed by the provisions of this chapter.(2) "Member" means a natural person who has been accepted for membership in…
RCW 23.78.020 Election by corporation to be governed as an employee cooperative—Laws governing.
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Any corporation organized under the laws of this state may elect to be governed as an employee cooperative under the provisions of this chapter, by so stating in its articles of incorporation, or articles of amendment filed in accordance with Title 23B RCW and Article 2 of chapte…
RCW 23.78.030 Revocation of election.
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An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment delivered to the secretary of state for filing in accordance with RCW 23B.01.200, 23B.10.060, and Article 2 of chapter 23.95 RCW.[ 2015 c 17…
RCW 23.78.040 Corporate name.
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An employee cooperative may include the word "cooperative" or "co-op" in its corporate name.[ 1987 c 457 s 5.]
RCW 23.78.050 Members—Membership shares.
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(1) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis.(2) An employee cooperative …
RCW 23.78.060 Right to vote—Power to amend or repeal bylaws—Right to amend articles of incorporation.
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(1) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter, or in the articles of incorporation.(2) The power to amend or repeal bylaws of an employee cooperative shall be in the members o…
RCW 23.78.070 Net earnings or losses—Apportionment, distribution, and payment.
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(1) The net earnings or losses of an employee cooperative shall be apportioned and distributed at the times and in the manner as the articles of incorporation or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or cre…
RCW 23.78.080 Internal capital accounts authorized—Redemptions—Assignment of portion of retained net earnings and net losses to collective reserve account authorized.
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(1) Any employee cooperative may establish through its articles of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.(2) The articles…
RCW 23.78.090 Internal capital account cooperatives.
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(1) An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capita…
RCW 23.78.100 Provision for conversion of shares and accounts—Limitations upon merger.
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(1) When any employee cooperative revokes its election in accordance with RCW 23.78.030, the articles of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with Title…
RCW 23.78.900 Short title.
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This chapter may be cited as the employee cooperative corporations act.[ 1987 c 457 s 1.]