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SUBSTITUTE SENATE BILL 6492
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Passed Legislature - 1994 Regular Session
State of Washington 53rd Legislature 1994
Regular Session
By
Read first time 02/02/94.
Regulating agricultural
associations.
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.
