Revised Code of Washington
2023 Archive

Chapter 23.100 RCW
LIMITED COOPERATIVE ASSOCIATIONS
PDF of Chapter Digest
PDF of Complete Chapter
Sections
GENERAL PROVISIONS
23.100.0101Short title.
23.100.0102Definitions.
23.100.0103Nature of limited cooperative association.
23.100.0104Purpose and duration of limited cooperative association.
23.100.0105Powers.
23.100.0106Governing law.
23.100.0107Requirements of other laws.
23.100.0108Relation to restraint of trade and antitrust laws.
23.100.0109Effect of organic rules.
23.100.0110Required information.
23.100.0111Business transactions of member with limited cooperative association.
23.100.0112Dual capacity.
23.100.0113Use of the term "cooperative" in name.
23.100.0114Subjects covered outside chapter.
ORGANIZATION OF LIMITED
COOPERATIVE ASSOCIATION
23.100.0201Formation of limited cooperative association—Articles of organization.
23.100.0202Organization of limited cooperative association.
23.100.0203Bylaws.
23.100.0204Executing of records to be delivered for filing to secretary of state.
AMENDMENT OF ORGANIC RULES OF
LIMITED COOPERATIVE ASSOCIATION
23.100.0301Authority to amend organic rules.
23.100.0302Notice and action on amendment of organic rules.
23.100.0303Method of voting on amendment of organic rules.
23.100.0304Voting by district, class, or voting group.
23.100.0305Approval of amendment.
23.100.0306Restated articles of organization.
23.100.0307Amendment or restatement of articles of organization—Filing.
MEMBERS
23.100.0401Members.
23.100.0402Becoming a member.
23.100.0403No agency power of member as member.
23.100.0404Liability of members and directors.
23.100.0405Right of members and dissociated members to information.
23.100.0406Annual meeting of members.
23.100.0407Special meeting of members.
23.100.0408Notice of members meeting.
23.100.0409Waiver of members meeting notice.
23.100.0410Quorum of members.
23.100.0411Voting by patron members.
23.100.0412Allocation of voting power of patron members.
23.100.0413Voting by investor members.
23.100.0414Voting requirements for members.
23.100.0415Manner of voting.
23.100.0416Action without a meeting.
23.100.0417Districts and delegates—Classes of members.
23.100.0418Approval of certain transactions.
23.100.0419Notice to members of consumer cooperative.
MEMBER'S INTEREST IN
LIMITED COOPERATIVE ASSOCIATION
23.100.0501Member's interest.
23.100.0502Patron and investor members' interests.
23.100.0503Transferability of member's interest.
DIRECTORS AND OFFICERS
23.100.0601Board of directors.
23.100.0602No liability as director for limited cooperative association's obligations.
23.100.0603Qualifications of directors.
23.100.0604Election of directors and composition of board.
23.100.0605Term of director.
23.100.0606Resignation of director.
23.100.0607Removal of director.
23.100.0608Suspension of director by board.
23.100.0609Vacancy on board.
23.100.0610Remuneration of directors.
23.100.0611Meetings.
23.100.0612Action without meeting.
23.100.0613Meetings and notice.
23.100.0614Waiver of notice of meeting.
23.100.0615Quorum.
23.100.0616Voting.
23.100.0617Committees.
23.100.0618Standards of conduct and liability.
23.100.0619Conflict of interest.
23.100.0620Other considerations of directors.
23.100.0621Right of director or committee member to information.
23.100.0622Appointment and authority of officer.
23.100.0623Resignation and removal of officers.
INDEMNIFICATION
23.100.0701Indemnification and advancement of expenses—Insurance.
CONTRIBUTIONS, ALLOCATIONS,
AND DISTRIBUTIONS
23.100.0801Members' contributions.
23.100.0802Contribution and validation.
23.100.0803Allocation of profits and losses.
23.100.0804Distributions.
23.100.0805Redemption or repurchase.
23.100.0806Limitations on distributions.
23.100.0807Liability for improper distributions—Limitation of action.
23.100.0808Relation to state securities law.
23.100.0809Alternative distribution of unclaimed property, distributions, redemptions, or payments.
DISSOCIATION
23.100.0901Member's dissociation.
23.100.0902Effect of dissociation.
23.100.0903Power of legal representative of deceased member.
DISSOLUTION
23.100.1001Dissolution and winding up.
23.100.1002Nonjudicial dissolution.
23.100.1003Judicial dissolution.
23.100.1004Voluntary dissolution before commencement of activity.
23.100.1005Voluntary dissolution by the board and members.
23.100.1006Winding up.
23.100.1007Rescinding dissolution.
23.100.1008Distribution of assets in winding up.
23.100.1009Known claims against dissolved limited cooperative association.
23.100.1010Other claims against dissolved limited cooperative association.
23.100.1011Court proceedings.
23.100.1012Statement of dissolution.
23.100.1013Statement of termination.
ACTIONS BY MEMBERS
23.100.1101Derivative action.
DISPOSITION OF ASSETS
23.100.1201Disposition of assets not requiring member approval.
23.100.1202Member approval of other disposition of assets.
23.100.1203Notice and action by board on disposition of assets requiring member approval.
23.100.1204Member action on disposition of assets.
CONVERSION AND MERGER
23.100.1301Definitions.
23.100.1302Conversion authorized.
23.100.1303Plan of conversion.
23.100.1304Approval of conversion.
23.100.1305Amendment or abandonment of plan of conversion.
23.100.1306Statement of conversion—Effective date of conversion.
23.100.1307Effect of conversion.
23.100.1308Merger authorized.
23.100.1309Plan of merger.
23.100.1310Approval of merger.
23.100.1311Amendment or abandonment of plan of merger.
23.100.1312Statement of merger—Effective date of merger.
23.100.1313Effect of merger.
23.100.1314Relationship to other laws.
23.100.1315Charitable assets.
23.100.1316Status of filings.
23.100.1317Nonexclusivity.
23.100.1318Reference to external facts.
23.100.1319Alternative means of approval of conversion or merger.
23.100.1320Subjects covered.
MISCELLANEOUS PROVISIONS
23.100.1501Uniformity of application and construction—2019 c 37.
23.100.1502Relation to electronic signatures in global and national commerce act.
23.100.1503Savings—2019 c 37.