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

(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 …

(1) Unless the organic rules require a greater number:(a) At least one-third of the directors must be patron members; and(b) A majority of the board of directors must be elected exclusively by patron members.(2) Unless the organic rules otherwise provide, if a limited cooperative…

(1) Unless the organic rules otherwise provide, and subject to subsections (3) and (4) of this section and RCW 23.100.0202(4), the term of a director expires at the annual members meeting following the director's election or appointment. The term of a director may not exceed thre…

A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.[ 2019 c 37 s 606.]

Unless the organic rules otherwise provide, the following rules apply:(1) Members may remove a director with or without cause.(2) A member or members holding at least ten percent of the total voting power entitled to be voted in the election of a director may demand removal of th…

(1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:(a) Fraudu…

(1) Unless the organic rules otherwise provide, a vacancy on the board of directors must be filled within a reasonable time by majority vote of the remaining directors.(2) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of me…

Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under RCW 23.100.0617(1).[ 2019 c 37 s 610.]

(1) A board of directors shall meet at least annually and may hold meetings inside or outside this state.(2) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if…

(1) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.(2) Consent under subsection (1) of this section may be withdrawn by a director in a record at any t…

(1) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.(2) Unless the organic rules otherwise provide, notice of the t…

(1) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.(2) Unless the organic rules otherwise provide, a director's participation in a meeting is a waiver of …

(1) Unless the articles of organization provide for a different number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. The articles of organization may not provide for a quorum that is less than one-…

(1) Each director shall have one vote for purposes of decisions made by the board of directors.(2) Unless the organic rules provide for a greater number, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.[ 2019 c…

(1) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.(2) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperat…

Except as otherwise provided in RCW 23.100.0620:(1) The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 23B RCW; and(2) The liability of a director or member …

(1) The law applicable to conflicts of interest between a director of an entity organized under Title 23B RCW governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.(2) A director does not have a c…

Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long and short term interest of the association …

A director or a member of a committee appointed under RCW 23.100.0617 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association i…

(1) A limited cooperative association has the officers:(a) Provided in the organic rules; or(b) Established by the board of directors in a manner not inconsistent with the organic rules.(2) The organic rules may designate or, if the organic rules do not designate, the board of di…

(1) The board of directors may remove an officer at any time with or without cause.(2) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective wh…

(1) Indemnification and advancement of expenses of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by Title …

Unless the organic rules establish the amount, manner, or method of determining any contribution requirements for members, the board of directors may establish the amount, manner, or other method of determining any contribution requirements for members.[ 2019 c 37 s 801.]

(1) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of property transferred to, services performed for, or another benefit provided to the association or an agreement to transfer property to, perform servi…

(1) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise …

(1) Unless the organic rules otherwise provide and subject to RCW 23.100.0806, the board of directors may authorize, and the limited cooperative association may make, distributions to members.(2) Unless the organic rules otherwise provide, distributions to members may be made in …

Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authoriz…

(1) In this section, "distribution" does not include reasonable compensation for present or past services or other payments made in the ordinary course of business for commodities or goods or under a bona fide retirement or other bona fide benefits program.(2) A limited cooperati…

(1) A director of a limited cooperative association who votes for or assents to a distribution made in violation of RCW 23.100.0806 or the association's articles of organization is personally liable to the association for the amount of the distribution that exceeds the amount tha…

A patron member's interest in a limited cooperative association has the same exemption as provided for substantially similar interests in cooperatives under RCW 21.20.320(16).[ 2019 c 37 s 808.]

A limited cooperative association may distribute unclaimed property, distributions, redemptions, or payments under chapter 23.86 RCW.[ 2019 c 37 s 809.]

(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will.(2) Unless the organic rules otherwise provide, a member's dissociation from a limited cooperative association is wrongful only if:(a) It is in breach of an express provisi…

(1) When a person is dissociated as a member:(a) The person's right to participate as a member in the management and conduct of the limited cooperative association's activities and affairs terminates; and(b) Subject to RCW 23.100.0903, any financial rights owned by the person in …

If a member dies, the deceased member's legal representative may exercise for the purposes of settling the estate, the rights the deceased member had under RCW 23.100.0405.[ 2019 c 37 s 903.]

A limited cooperative association is dissolved only as provided in this section and RCW 23.100.1002 through 23.100.1013 and upon dissolution winds up in accordance with this section and RCW 23.100.1002 through 23.100.1013.[ 2019 c 37 s 1001.]

Except as otherwise provided in RCW 23.100.1003 and 23.95.615, a limited cooperative association is dissolved and its activities must be wound up:(1) Upon the occurrence of an event or at a time specified in the articles of organization;(2) Upon the action of the association's or…

A superior court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable:(1) In a proceeding initiated by the attorney general, if:(a) The association obtained its articles of organization through fraud; or(b) T…