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

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.[ 2019 c 37 s 1004.]

(1) Except as otherwise provided in RCW 23.100.1004, for a limited cooperative association to voluntarily dissolve:(a) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;(b) The board…

(1) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in RCW 23.100.1007, the association continues after dissolution only for the purpose of winding up.(2) In winding up its activities and affairs, the board of directors…

(1) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, a superior court has entered an order under RCW 23.100.1003 dissolving the association, or the secretary of state has dissolved the ass…

(1) In winding up its activities and affairs, the limited cooperative association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable …

(1) Except as otherwise provided in subsection (4) of this section, a dissolved limited cooperative association may give notice of a known claim under subsection (2) of this section, which has the effect provided in subsection (3) of this section.(2) A dissolved limited cooperati…

(1) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.(2) A notice authorized under subsection (1) of this section must:(a) Be published at leas…

(1) A dissolved limited cooperative association that has published a notice under RCW 23.100.1010 may file an application with the superior court in the county where the association's principal office is located or, if the principal office is not located in this state, where the …

(1) A limited cooperative association that has dissolved or is about to dissolve may deliver to the secretary of state for filing a statement of dissolution that states:(a) The name of the association;(b) The date the association dissolved or will dissolve; and(c) Any other infor…

(1) A dissolved limited cooperative association that has completed winding up may deliver to the secretary of state for filing a statement of termination that states:(a) The name of the association;(b) The date of filing of its initial articles of organization; and(c) That the as…

A member may maintain a derivative action against a cooperative in the same manner as a shareholder may maintain a derivative action against a corporation under Title 23B RCW.[ 2019 c 37 s 1101.]

Unless the articles of organization otherwise provide, member approval under RCW 23.100.1202 is not required for a limited cooperative association to:(1) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and regu…

A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in RCW 23.100.1201, requires approval of the association's members under RCW 23.100.1203 and 23.100.1204 if the disposition leaves the associa…

For a limited cooperative association to dispose of assets under RCW 23.100.1202:(1) A majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and(2) The board of directors must call a members meeting to…

(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 …

(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…

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.]

(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 …

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…

(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…

(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…

(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…

(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 …

(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…

(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 …

(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…

(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…

(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…

(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…

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…

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…

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.]

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…

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…

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…

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.]

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…

This act does not affect an action commenced, or proceeding brought, or right accrued before July 28, 2019.[ 2019 c 37 s 1503.]