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

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…

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…

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…

An employee cooperative may include the word "cooperative" or "co-op" in its corporate name.[ 1987 c 457 s 5.]

(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 …

(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…

(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…

(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…

(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…

(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…

This chapter may be cited as the employee cooperative corporations act.[ 1987 c 457 s 1.]

Unless the context clearly requires otherwise, the definitions in this section apply throughout this chapter.(1) "Association" means any corporation subject to this chapter.(2) "Member" or "members" includes a member or members of an association subject to this chapter without ca…

Any number of persons may associate themselves together as a cooperative association, society, company or exchange, with or without capital stock, for the transaction of any lawful business on the cooperative plan. For the purposes of this chapter the words "association," "compan…

An association created under this chapter, being for mutual welfare, the words "lawful business" shall extend to every kind of lawful effort for business, agricultural, dairy, mercantile, mining, manufacturing or mechanical business, on the cooperative plan.[ 1913 c 19 s 7; RRS s…

For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate documents are required to be fil…

(1) The name of any association subject to this chapter must comply with Article 3 of chapter 23.95 RCW.(2) No corporation or association organized or doing business in this state shall be entitled to use the term "cooperative" as a part of its corporate or other business name or…

Each association subject to this chapter shall have the following powers:(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in the articles of incorporation.(2) To sue and be sued, complain, and defend in its corporate name.(3) To…

Every association formed under this chapter after July 23, 1989, shall prepare articles of incorporation in writing, which shall set forth:(1) The name of the association.(2) The purpose for which it was formed which may include the transaction of any lawful business for which as…

(1) The articles of incorporation shall be signed by the incorporators and delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.(2) Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certifica…

Associations organized under or subject to this chapter are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120.[ 2015 c 176 s 9105; 2010 1st sp.s. c 29 s 10; 1993 c 269 s 1; 1991 c 72 s 15; 1989 c 307 s 9…

See RCW 43.07.120.

(1) Associations shall be managed by a board of not less than three directors (which may be referred to as "trustees"). The directors shall be elected by the members of the association at such time, in such manner, and for such term of office as the bylaws may prescribe, and shal…

The directors shall elect a president and one or more vice presidents, who need not be directors. If the president and vice presidents are not members of the board of directors, the directors shall elect from their number a chair of the board of directors and one or more vice cha…

Any member may bring charges against an officer or director by filing charges in writing with the secretary of the association, together with a petition signed by ten percent of the members requesting the removal of the officer or director in question. The removal shall be voted …

The articles of incorporation may be amended by a majority vote of the members voting thereon, at any regular meeting or at any special meeting called for that purpose, after notice of the proposed amendment has been given to all members entitled to vote thereon, in the manner pr…

Effective January 1, 1990, every association subject to this chapter shall have and maintain a registered agent in this state in accordance with the requirements set forth in Article 4 of chapter 23.95 RCW.[ 2015 c 176 s 9106; 1989 c 307 s 13.]Notes:Effective date—Contingent effe…

Any association subject to this chapter may pass bylaws to govern itself in the carrying out of the provisions of this chapter which are not inconsistent with the provisions of this chapter.[ 1989 c 307 s 24; 1913 c 19 s 19; RRS s 3922. Formerly RCW 23.56.100.]Notes:Legislative f…

(1) Except for debts lawfully contracted between a member and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or subscription to capital stock.(2) Membership may be terminated…

(1) The right of a member to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or bylaws. Unless so limited, enlarged, or denied, each member shall be entitled to one vote on each matter submitted to a vote of members. The bylaws ma…

Except as otherwise provided in this chapter, the articles of incorporation or the bylaws may provide the number or percentage of votes that members are entitled to cast in person, by mail, or by proxy that shall constitute a quorum at meetings of members. In the absence of any p…

(1) Except as provided in subsection (2) of this section, a member of an association shall have the right to dissent from any of the following association actions:(a) Any plan of merger or consolidation to which the association is a party;(b) Any plan of conversion of the associa…

(1) Except as provided otherwise under this chapter, the rights and procedures set forth in chapter 23B.13 RCW shall apply to a member who elects to exercise the right of dissent.(2) The articles of incorporation of an association subject to this chapter may provide that a dissen…

The directors may apportion the net earnings by paying dividends upon the paid-up capital stock at a rate not exceeding eight percent per annum. They may set aside reasonable reserves out of such net earnings for any association purpose. The directors may, however, distribute all…

The profits or net earnings of such association shall be distributed to those entitled thereto at such time and in such manner not inconsistent with this chapter as its bylaws shall prescribe, which shall be as often as once a year.[ 1913 c 19 s 14; RRS s 3917. Formerly RCW 23.56…

See RCW 23B.17.030.

Any cooperative association organized under any other statute may be reorganized under the provisions of this chapter by adopting and filing amendments to its articles of incorporation in accordance with the provisions of this chapter for amending articles of incorporation. The a…

For the purposes of RCW 23.86.200 through 23.86.230 a "domestic" cooperative association or "domestic" corporation is one formed under the laws of this state, and an "ordinary business" corporation is one formed or which could be formed under Title 23B RCW.[ 1991 c 72 s 17; 1971 …

(1) A cooperative association may be converted to a domestic ordinary business corporation pursuant to the following procedures:(a) The board of directors of the association shall, by affirmative vote of not less than two-thirds of all such directors, adopt a plan for such conver…

(1) A cooperative association may merge with one or more domestic cooperative associations, or with one or more domestic ordinary business corporations, in accordance with the procedures and subject to the conditions set forth or referred to in this section.(2) If the merger is i…

(1) Upon issuance of the certificate of merger by the secretary of state, the merger of the cooperative association into another cooperative association or ordinary business corporation, as the case may be, shall be effected.(2) When merger has been effected:(a) The several parti…

The members of any association may by the vote of two-thirds of the members voting thereon, at any regular meeting or at any special meeting called for that purpose, vote to dissolve said association after notice of the proposed dissolution has been given to all members entitled …

Every association subject to this chapter shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255.[ 2015 c 176 s 9109; 1989 c 307 s 15.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Legislative findin…

The provisions of Article 6 of chapter 23.95 RCW relating to administrative dissolution by the secretary of state shall apply to every association subject to this chapter formed on or after July 23, 1989.[ 2015 c 176 s 9110; 1991 c 72 s 21; 1989 c 307 s 17.]Notes:Effective date—C…

The provisions of RCW 24.06.100 and 24.06.105 shall apply to every association subject to this chapter.[ 1989 c 307 s 20.]Notes:Legislative finding—1989 c 307: See note following RCW 23.86.007.

The provisions of Title 23B RCW shall apply to the associations subject to this chapter, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter. The terms "shareholder" or "shareholders" as used in Title 23B RCW, or in chapte…

The provisions of Article 5 of chapter 23.95 RCW and RCW 24.06.367 and 24.06.369 shall apply to every foreign corporation which desires to conduct affairs in this state under the authority of this chapter.[ 2015 c 176 s 9111; 1989 c 307 s 33.]Notes:Effective date—Contingent effec…

(1) As used in this section:(a) "Attachment" means the affixation or installation of any wire, cable or other physical material capable of carrying electronic impulses or light waves for the carrying of intelligence for telecommunications or television, including, but not limited…

(1) As used in this section, any locally regulated utility as defined in RCW 23.86.400 may not effect, due to lack of payment, an involuntary termination of electric utility service to any residential user, including tenants of metered apartment buildings and residents of mobile …

The board may approve a tariff for irrigation pumping service that allows the locally regulated utility to buy back electricity from customers to reduce electricity usage by those customers during the locally regulated utility's particular irrigation season.[ 2001 c 122 s 4.]Note…

(1) Except as provided in subsection (2) of this section, a domestic association organized under this chapter may convert to a limited cooperative association pursuant to RCW 23.100.1302 through 23.100.1314.(2) This section does not apply to a domestic association organized for t…