S-4760.1 _______________________________________________
SUBSTITUTE SENATE BILL 6492
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State of Washington 53rd Legislature 1994 Regular Session
By Senate Committee on Agriculture (originally sponsored by Senators M. Rasmussen and Newhouse)
Read first time 02/02/94.
AN ACT Relating to agricultural associations; and amending RCW 23.86.007 and 23.86.145.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec. 1. RCW 23.86.007 and 1989 c 307 s 3 are each amended to read as follows:
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 capital stock and a shareholder or shareholders of voting common stock in an association subject to this chapter with capital stock.
(3) "Articles of incorporation" means the original or restated articles of incorporation, articles of consolidation, or articles of association and all amendments including articles of merger. Corporations incorporated under this chapter with articles of association shall not be required to amend the title or references to the term "articles of association."
(4) "Director," "directors," or "board of directors" includes "trustee," "trustees," or "board of trustees" respectively. Corporations incorporated under this chapter with references in their articles of association or bylaws to "trustee," "trustees," or "board of trustees" shall not be required to amend the references.
(5) "Agricultural association" means an association that engages in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, or the manufacturing or marketing of the byproducts thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies, or in the financing of these activities. In the application of the definition of agricultural association, "agricultural products" includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm products.
Sec. 2. RCW 23.86.145 and 1991 c 72 s 16 are each amended to read as follows:
(1) Except as provided otherwise under ((subsection
(2) of this section)) 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 dissenting member shall be limited to a return of less than the fair value of the member's equity interest in the association, but a dissenting member may not be limited to a return of less than the consideration paid to or retained by the association for the equity interest unless the fair value is less than the consideration paid to or retained by the association.
(3) Any member of an agricultural association who exercises the right to dissent from an association action described in RCW 23.86.135 shall be entitled to payment of the member's equity interest on the same time schedule that would have applied if membership in the association had been terminated.
(4) Subsection (3) of this section does not apply to agricultural associations that are involved in an action under subsection (3) of this section before the effective date of this section: (a) As to the associations that were involved in the particular action; (b) for three years after the effective date of this section.
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