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

(1) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign person not subject to this chapter shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be executed by the dissolved o…

(1) If a registered foreign entity merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for tr…

(1) The secretary of state may terminate the registration of a registered foreign entity in the manner provided in subsections (2) and (3) of this section if:(a) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state under this chapter…

The attorney general may maintain an action to enjoin a foreign entity from doing business in this state in violation of this chapter.[ 2015 c 176 s 1512.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

For the purposes of this Article 6, the term "domestic entity" does not include a domestic limited liability partnership.[ 2015 c 176 s 1601.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

The secretary of state may commence a proceeding under RCW 23.95.610 to dissolve a domestic entity administratively if:(1) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state when due;(2) The entity does not deliver an annual report…

(1) If the secretary of state determines that one or more grounds exist under RCW 23.95.605 for administratively dissolving a domestic entity, the secretary of state shall serve the entity pursuant to RCW 23.95.250 with notice in a record of the secretary of state's determination…

(1) A domestic entity that is dissolved administratively under RCW 23.95.610 may apply to the secretary of state for reinstatement not later than five years after the effective date of dissolution. The application must be executed by the entity and state:(a) The name of the entit…

(1) If the secretary of state denies a domestic entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial.(2) An entity may seek judicial review of deni…

(1) Any county, city, town, district, or other political subdivision of the state, or the state of Washington or any department or agency of the state, may apply to the secretary of state for the administrative dissolution, or the termination of registration, of any entity using …

The legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign entities subject to this chapter are governed by the amendment or repeal.[ 2015 c 176 s 1701.]Notes:Effective date—Contingent effective date—2015 c 176: See note fol…

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.[ 2015 c 176 s 1702.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

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 Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notic…

The repeal of a statute by chapter 176, Laws of 2015 does not affect:(1) The operation of the statute or any action taken under it before its repeal;(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before it…

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.]