RCW 23.95.200 — Washington Code / Title 23 / Chapter 95 / Section 200
RCW 23.95.200: Entity filing requirements.
Status: in_force

(1) To be filed by the secretary of state pursuant to this chapter, an entity filing must be received by the secretary of state, comply with this chapter, and satisfy the following: (a) The entity filing must be required or permitted by Title 23 , 23B , 24 , or 25 RCW. (b) The entity filing must be delivered in a tangible medium unless and to the extent the secretary of state permits electronic delivery of entity filings pursuant to RCW 23.95.115 (2). (c) The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals. (d) The entity filing must be executed by or on behalf of a person authorized or required under this chapter or the entity's organic law to execute the filing. (e) The entity filing must state the name and capacity, if any, of each individual who executed it, on behalf of either the individual or the person authorized or required to execute the filing, but need not contain a seal, attestation, acknowledgment, or verification. (2) When an entity filing is delivered to the secretary of state for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law. (3) The secretary of state may require that an entity filing delivered in a tangible medium be accompanied by an identical or conformed copy. (4) A record filed under this chapter may be executed by an individual acting in a valid representative capacity.
RCW 23.100.0803 — Washington Code / Title 23 / Chapter 100 / Section 0803
RCW 23.100.0803: Allocation of profits and losses.
Status: in_force

(1) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association must be allocated in the same proportion as profits. (2) Unless the organic rules otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members. (3) If a limited cooperative association has investor members, the organic rules may not reduce the allocation to patron members to less than fifty percent of profits. For purposes of this subsection, the following rules apply: (a) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members. (b) Amounts paid, due, or allocated to investor members as a stated fixed return on equity are considered amounts allocated to investor members. (4) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (1) through (3) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate: (a) An unallocated capital reserve; and (b) Reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, and cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility. (5) Subject to subsections (2) and (6) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (4) of this section: (a) To patron members in the ratio of each member's patronage to the total patronage of all patron members during the period for which allocations are to be made; and (b) To investor members, if any, in the ratio of each investor member's contributions to the total contributions of all investor members. (6) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members' contributions, or other equitable methods.
RCW 23B.13.210 — Washington Code / Title 23B / Chapter 13 / Section 210
RCW 23B.13.210: Notice of intent to demand payment.
Status: in_force

(1) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights must (a) deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed corporate action is effected, and (b) not vote such shares in favor of the proposed corporate action. (2) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 does not require shareholder approval pursuant to RCW 23B.11A.045 , a shareholder who wishes to assert dissenters' rights with respect to any class or series of shares: (a) Shall deliver to the corporation before the shares are purchased pursuant to the offer under RCW 23B.11A.045 written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed corporate action is effected; and (b) Shall not tender, or cause to be tendered, any shares of such class or series in response to such offer. (3) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is submitted for approval without a vote of shareholders in accordance with RCW 23B.07.040 , a shareholder who wishes to assert dissenters' rights must not execute the consent or otherwise vote such shares in favor of the proposed corporate action. (4) A shareholder who does not satisfy the requirements of subsection (1), (2), or (3) of this section is not entitled to payment for the shareholder's shares under this chapter.
RCW 23.100.1201 — Washington Code / Title 23 / Chapter 100 / Section 1201
RCW 23.100.1201: Disposition of assets not requiring member approval.
Status: in_force

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 regular course of business; or (2) Mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the association whether or not in the usual and regular course of business.
RCW 23B.08.120 — Washington Code / Title 23B / Chapter 08 / Section 120
RCW 23B.08.120: Gender-diverse board of directors—Board diversity discussion and analysis—Remedy for failure to comply.
Status: in_force

(1) Beginning no later than January 1, 2022, each public company must have a gender-diverse board of directors or that public company must comply with the requirements in subsection (2) of this section. For purposes of this section, a public company is deemed to have a gender-diverse board of directors if, for at least two hundred seventy days of the fiscal year preceding the applicable annual meeting of shareholders, individuals who self-identify as women comprised at least twenty-five percent of the directors serving on the board of directors. (2) If a public company does not have a gender-diverse board of directors as specified in subsection (1) of this section for at least two hundred seventy days of the fiscal year preceding the applicable annual meeting of shareholders, the public company must deliver to its shareholders a board diversity discussion and analysis, which meets the requirements of subsection (3) of this section. This information must be delivered to all shareholders entitled to vote at that annual meeting of shareholders no fewer than ten nor more than sixty days before the date of that meeting. (3) If a public company is required under subsection (2) of this section to deliver to its shareholders a board diversity discussion and analysis, the discussion and analysis must include information regarding the public company's approach to developing and maintaining diversity on its board of directors. At a minimum, this discussion and analysis should include the following information: (a) A discussion regarding how the board of directors, or an appropriate committee thereof, considered the representation of any diverse groups in identifying and nominating candidates for election as directors in connection with the last annual meeting of shareholders, and if the board of directors, or an appropriate committee thereof, did not consider the representation of any diverse groups, the discussion should explain the reasons it did not; (b) A discussion regarding any policy adopted by the board of directors, or an appropriate committee thereof, relating to identifying and nominating members of any diverse groups for election as directors, and if the board of directors, or an appropriate committee thereof, has not adopted such a policy, the discussion should explain the reasons it has not; and (c) A discussion of the public company's use of mechanisms of refreshment of the board of directors, such as term limits and mandatory retirement age policies for its directors, and if the public company does not use any such mechanisms, the discussion should explain the reasons it does not. (4) The requirements of subsection (2) of this section are satisfied if a public company: (a) Posts the information required by subsection (3) of this section on the public company's principal internet website address or another electronic network (either separate from, or in combination or as part of, any other materials the public company has posted on the electronic network in compliance with applicable federal law); or (b) Includes the information required by subsection (3) of this section in a proxy statement filed in accordance with 17 C.F.R. Sec. 240.14a-1 through 17 C.F.R. Sec. 240.14a-101, or in an information statement filed in accordance with 17 C.F.R. Sec. 240.14c-1 through 17 C.F.R. Sec. 240.14c-101. (5) This section does not apply to any public company: (a) That does not have outstanding shares of any class or series listed on a United States national securities exchange; (b) That is an "emerging growth company" or a "smaller reporting company" as defined in 17 C.F.R. Sec. 240.12b-2; (c) Of which voting shares entitled to cast votes comprising more than fifty percent of the voting power of the public company are held by a person or group of persons; (d) Of which its articles of incorporation authorize the election of all or a specified number of directors by one or more separate voting groups in accordance with RCW 23B.08.040 ; or (e) That is not required by this chapter or the rules of any United States national securities exchange to hold an annual meeting of shareholders. (6) The failure of a public company to comply with this section does not affect the validity of any corporate action. Nothing in this section alters the general standards for any director of a public company. (7) The exclusive remedy for any failure of a public company to comply with this section is that any shareholder of that public company entitled to vote in the election of directors at an annual meeting, after notice to the public company, may apply to the superior court of the county in which the public company's registered office is located for an order to deliver to shareholders the information required by subsection (3) of this section if the public company fails to furnish that information in accordance with this section, in which case the court, after notice to the public company, may summarily order the public company to furnish to shareholders that information. (8) For the purposes of this section: (a) "Diverse groups" means women, racial minorities, and historically underrepresented groups. (b) "Voting power" means the total number of votes entitled to be cast by all of the outstanding voting shares of a public company. (c) "Voting shares" means shares of all classes of a public company entitled to vote generally in the election of directors.
RCW 23.100.1308 — Washington Code / Title 23 / Chapter 100 / Section 1308
RCW 23.100.1308: Merger authorized.
Status: in_force

(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 23.86 or 24.06 RCW or with one or more foreign cooperative associations into a domestic surviving cooperative association or foreign surviving cooperative association; and (b) Two or more foreign cooperative associations may merge into a domestic limited cooperative association. (2) Except as otherwise provided in this section, by complying with the provisions of this section and RCW 23.100.1309 through 23.100.1313 applicable to foreign cooperative associations, a foreign cooperative association may be a party to a merger under this section and RCW 23.100.1309 through 23.100.1313 or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
RCW 23.100.0302 — Washington Code / Title 23 / Chapter 100 / Section 0302
RCW 23.100.0302: Notice and action on amendment of organic rules.
Status: in_force

(1) Except as provided in RCW 23.100.0301 (1) and 23.100.0305 (6), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either: (a) A majority of the board of directors, or a greater percentage if required by the organic rules; or (b) One or more petitions executed by at least ten percent of the patron members or at least ten percent of the investor members. (2)(a) The board of directors shall call a members meeting to consider an amendment proposed pursuant to subsection (1) of this section. (b) Subject to RCW 23.100.0408 and 23.100.0419 , not later than thirty days following the proposal of the amendment by the board or receipt of a petition, the board must mail or otherwise transmit or deliver in a record to each member: (i) The proposed amendment, or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member; (ii) A recommendation that the members approve the amendment, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination; (iii) A statement of any condition of the board's submission of the amendment to the members; and (iv) Notice of the meeting at which the proposed amendment will be considered, which must be given in the same manner as notice for a special meeting of members. (c) The meeting must be held at least ten and not more than one hundred twenty days after providing the notice required by (b) of this subsection.
RCW 23.78.040 — Washington Code / Title 23 / Chapter 78 / Section 040
RCW 23.78.040: Corporate name.
Status: in_force

An employee cooperative may include the word "cooperative" or "co-op" in its corporate name.
RCW 23B.07.250 — Washington Code / Title 23B / Chapter 07 / Section 250
RCW 23B.07.250: Quorum and voting requirements.
Status: in_force

(1) Shares entitled to vote as a separate voting group may approve a corporate action at a meeting only if a quorum of those shares exists with respect to that corporate action. Unless the articles of incorporation or this title provide otherwise, a majority of the votes entitled to be cast on the corporate action by the voting group constitutes a quorum of that voting group for approval of that corporate action. Whenever this title requires a particular quorum for a specified corporate action, the articles of incorporation may not provide for a lower quorum. (2) Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. (3) If a quorum exists, a corporate action, other than the election of directors, is approved by a voting group if the votes cast within the voting group favoring the corporate action exceed the votes cast within the voting group opposing the corporate action, unless the articles of incorporation or this title require a greater number of affirmative votes. (4) An amendment of the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (1) or (3) of this section is governed by RCW 23B.07.270 . (5) Whenever a provision of this title provides for voting of classes or series as separate voting groups, the rules provided in RCW 23B.10.040 (3) for amendments of the articles of incorporation apply to that provision. (6) The election of directors is governed by RCW 23B.07.280 .
RCW 23.100.0112 — Washington Code / Title 23 / Chapter 100 / Section 0112
RCW 23.100.0112: Dual capacity.
Status: in_force

A person may have a patron member's interest and an investor member's interest. When such person acts as a patron member, the person is subject to this chapter and the organic rules governing patron members. When such person acts as an investor member, the person is subject to this chapter and the organic rules governing investor members.
RCW 23B.06.280 — Washington Code / Title 23B / Chapter 06 / Section 280
RCW 23B.06.280: Expense of issue.
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
RCW 23B.03.010 — Washington Code / Title 23B / Chapter 03 / Section 010
RCW 23B.03.010: Purposes.
Status: in_force

(1) Every corporation incorporated under this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (2) Corporations organized for the purposes of banking or engaging in business as an insurer shall not be organized under this title.
RCW 23.86.030 — Washington Code / Title 23 / Chapter 86 / Section 030
RCW 23.86.030: Association name—Immunity from liability of association board members and officers.
Status: in_force

(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 title, unless it: (a) Is subject to the provisions of this chapter or chapter 23.78 , 23.100, or 31.12 RCW; (b) is subject to the provisions of chapter 24.06 RCW and operating on a cooperative basis; (c) is, on July 23, 1989, an organization lawfully using the term "cooperative" as part of its corporate or other business name or title; or (d) is a nonprofit corporation or association the voting members of which are corporations or associations operating on a cooperative basis. Any corporation or association violating the provisions of this section may be enjoined from doing business under such name at the instance of any member or any association subject to this chapter. (3) A member of the board of directors or an officer of any association subject to this chapter shall have the same immunity from liability as is granted in RCW 4.24.264 .
RCW 23B.01.570 — Washington Code / Title 23B / Chapter 01 / Section 570
RCW 23B.01.570: Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual report—Payment of delinquent fees—Rules.
Status: in_force

In the event any domestic corporation fails to file a full and complete initial report under RCW 23.95.255 , or in the event any corporation, foreign or domestic, does business in this state without having paid its annual corporate license fee and without having filed a substantially complete annual report under RCW 23.95.255 when either is due, there shall become due and owing the state of Washington a penalty as established by rule by the secretary under RCW 23.95.260 . A corporation organized under this title may at any time prior to its dissolution as provided in Article 6 of chapter 23.95 RCW, and a foreign corporation registered to do business in this state may at any time prior to the termination of its registration as provided in RCW 23.95.550 , pay to the state of Washington its current annual license fee, provided it also pays an amount equal to all previously unpaid annual license fees plus the penalty established by rule by the secretary under RCW 23.95.260 .
RCW 23B.30.050 — Washington Code / Title 23B / Chapter 30 / Section 050
RCW 23B.30.050: Ratification and validation—Notice.
Status: in_force

(1) If the ratification of a defective corporate action does not require approval of the shareholders under RCW 23B.30.030 (3): (a) The corporation shall notify, promptly after the adoption of the resolution described in RCW 23B.30.030 (1) or (2), each holder of valid shares and putative shares, whether or not entitled to vote, as of the date of the adoption of that resolution by the board of directors, that the ratification of a defective corporate action has been approved by the board of directors pursuant to RCW 23B.30.030 . This notice must also be given to each person who was a holder of valid shares or putative shares, whether or not entitled to vote, as of the date of the defective corporate action, other than to those persons whose identities or addresses for notice cannot be determined from the records of the corporation. (b) The notice specified in (a) of this subsection must contain or be accompanied by (i) a copy of the resolution adopted by the board of directors in accordance with RCW 23B.30.030 (1) or (2), or (ii) the information required by RCW 23B.30.030 (1) (a) through (d) or (2) (a) through (c), as applicable. This notice must also include a statement that any action before a court to determine whether the ratification of the defective corporate action complied with the requirements imposed by this chapter must be brought within sixty days from the validation effective time. (2) If the ratification of a defective corporate action requires approval of the shareholders under RCW 23B.30.030 (3), and if the approval of the shareholders is to be given at a meeting: (a) The corporation shall notify each holder of valid shares and putative shares, whether or not entitled to vote, as of the record date for the meeting, of the proposed meeting of shareholders at which the ratification is to be submitted for approval in accordance with RCW 23B.07.050 . This notice must also be given to each person who was a holder of valid shares or putative shares, whether or not entitled to vote, as of the date of the defective corporate action, other than to those persons whose identities or addresses for notice cannot be determined from the records of the corporation; and (b) The notice specified in (a) of this subsection must state that the purpose, or one of the purposes, of the meeting is to consider ratification of a defective corporate action and must contain or be accompanied by (i) a copy of the resolution adopted by the board of directors in accordance with RCW 23B.30.030 (1), or (ii) the information required by RCW 23B.30.030 (1) (a) through (d). This notice must also include a statement that any action before a court to determine whether the ratification of the defective corporate action complied with the requirements imposed by this chapter must be brought within sixty days from the validation effective time. (3) If the ratification of a defective corporate action requires approval of the shareholders under RCW 23B.30.030 (3), and if the approval of the shareholders is to be without a meeting or a vote in accordance with RCW 23B.07.040 : (a) The corporation or the person soliciting consents shall give the notice required under RCW 23B.07.040 (3)(a) and the corporation shall give the notice required under RCW 23B.07.040 (3)(b) to each holder of valid shares and putative shares, whether or not entitled to vote, as of the record date for the shareholder consent. These notices must also be given to each person who was a holder of valid shares or putative shares, whether or not entitled to vote, as of the date of the defective corporate action, other than to those persons whose identities or addresses for notice cannot be determined from the records of the corporation; and (b) The notices specified in (a) of this subsection must describe the ratification of the defective corporate action being approved and must contain or be accompanied by (i) a copy of the resolution adopted by the board of directors in accordance with RCW 23B.30.030 (1) or (2), or (ii) the information required by RCW 23B.30.030 (1)(a) through (d) or (2)(a) through (c), as applicable. These notices must also include a statement that any action before a court to determine whether the ratification of the defective corporate action complied with the requirements imposed by this chapter must be brought within sixty days from the validation effective time. (4) If a defective corporate action is validated in accordance with RCW 23B.30.080 : (a) The corporation shall notify, promptly after the validation, each holder of valid shares and putative shares, whether or not entitled to vote, as of the date of the validation, that the validation of a defective corporate action has taken place pursuant to RCW 23B.30.080 . This notice must also be given to each person who was a holder of valid shares or putative shares, whether or not entitled to vote, as of the date of the defective corporate action, other than to those persons whose identities or addresses for notice cannot be determined from the records of the corporation. (b) The notice specified in (a) of this subsection must contain or be accompanied by a copy of the information required by RCW 23B.30.080 (2). (5) Any notice required by this section may be given in any manner permitted by RCW 23B.01.410 and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the securities exchange act of 1934, as amended, may be given by filing or furnishing the notice with the United States securities and exchange commission.
RCW 23.100.1304 — Washington Code / Title 23 / Chapter 100 / Section 1304
RCW 23.100.1304: Approval of conversion.
Status: in_force

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 any matter if neither the entity's organic law nor the entity's organic rules provide for approval of a conversion; and (2) In a record, by each interest holder of a converting entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation: (a) The organic rules of the entity provide in a record for the approval of a conversion in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and (b) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
RCW 23.95.425 — Washington Code / Title 23 / Chapter 95 / Section 425
RCW 23.95.425: Termination of listing of commercial registered agent.
Status: in_force

(1) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial-registered-agent termination statement executed by the agent which states: (a) The name of the agent as listed under RCW 23.95.420 ; and (b) That the agent is no longer in the business of serving as a commercial registered agent in this state. (2) A commercial-registered-agent termination statement takes effect at 12:01 a.m. on the 31st day after the day on which it is delivered to the secretary of state for filing. (3) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial-registered-agent termination statement. (4) When a commercial-registered-agent termination statement takes effect, the commercial registered agent ceases to be the registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity pursuant to RCW 23.95.450 . Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.
RCW 23B.06.250 — Washington Code / Title 23B / Chapter 06 / Section 250
RCW 23B.06.250: Certificates.
Status: in_force

(1) Shares may, but need not, be represented by certificates. Unless this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates. (2) At a minimum each share certificate must state on its face: (a) The name of the issuing corporation and that it is organized under the laws of this state; (b) The name of the person to whom issued; and (c) The number and class of shares and the designation of the series, if any, the certificate represents. (3) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information without charge on request in writing. (4) Each share certificate (a) must be executed by two officers designated in the bylaws or by the board of directors and (b) may bear the corporate seal or its facsimile. (5) If the person who executed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
RCW 23B.15.200 — Washington Code / Title 23B / Chapter 15 / Section 200
RCW 23B.15.200: Withdrawal of foreign corporation.
Status: in_force

A foreign corporation registered to transact business in this state may not withdraw from this state until it delivers a statement of withdrawal to the secretary of state for filing in accordance with RCW 23.95.530 .
RCW 23B.14.390 — Washington Code / Title 23B / Chapter 14 / Section 390
RCW 23B.14.390: Secretary of state—List of corporations dissolved.
Status: in_force

On the first day of each month, the secretary of state shall prepare a list of corporations dissolved during the preceding month pursuant to RCW 23B.14.030 , 23B.14.330 , and 23.95.610 .
RCW 23.100.0304 — Washington Code / Title 23 / Chapter 100 / Section 0304
RCW 23.100.0304: Voting by district, class, or voting group.
Status: in_force

(1) This section applies if the organic rules provide for voting by district or class, or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in RCW 23.100.0305 (5) (a) through (e). Approval of the amendment requires the same percentage of votes of the members of that district, class, or voting group required in RCW 23.100.0305 and 23.100.0414 . (2) If a proposed amendment to the organic rules would affect members in two or more districts or classes entitled to vote separately under subsection (1) of this section in the same or a substantially similar way, the districts or classes affected must vote as a single voting group unless the organic rules otherwise provide for separate voting.
RCW 23.100.0410 — Washington Code / Title 23 / Chapter 100 / Section 0410
RCW 23.100.0410: Quorum of members.
Status: in_force

Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting constitute a quorum.
RCW 23B.13.030 — Washington Code / Title 23B / Chapter 13 / Section 030
RCW 23B.13.030: Dissent by nominees and beneficial owners.
Status: in_force

(1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one person and delivers to the corporation a notice of the name and address of each person on whose behalf the shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the dissenter dissents and the dissenter's other shares were registered in the names of different shareholders. (2) A beneficial shareholder may assert dissenters' rights as to shares held on the beneficial shareholder's behalf only if: (a) The beneficial shareholder delivers to the corporation the record shareholder's executed written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and (b) The beneficial shareholder does so with respect to all shares of which such shareholder is the beneficial shareholder or over which such shareholder has power to direct the vote.
RCW 23.100.1303 — Washington Code / Title 23 / Chapter 100 / Section 1303
RCW 23.100.1303: Plan of conversion.
Status: in_force

(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 of converting the interests in the converting entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) The proposed public organic record of the converted entity if it will be a filing entity; (e) The full text of the private organic rules of the converted entity which are proposed to be in a record; (f) The other terms and conditions of the conversion; and (g) Any other provision required by the law of this state or the organic rules of the converting entity. (2) In addition to the requirements of subsection (1) of this section, a plan of conversion may contain any other provision not prohibited by law.
RCW 23.86.170 — Washington Code / Title 23 / Chapter 86 / Section 170
RCW 23.86.170: Distribution of dividends.
Status: in_force

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.
RCW 23.100.0106 — Washington Code / Title 23 / Chapter 100 / Section 0106
RCW 23.100.0106: Governing law.
Status: in_force

The law of this state governs: (1) The internal affairs of a limited cooperative association; and (2) The liability of a member as a member and a director as a director for the debts, obligations, or other liabilities of a limited cooperative association.
RCW 23.95.530 — Washington Code / Title 23 / Chapter 95 / Section 530
RCW 23.95.530: Withdrawal of registration of registered foreign entity.
Status: in_force

(1) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be executed by the entity and state: (a) The name of the entity and its jurisdiction of formation; (b) That the entity is not doing business in this state and that it withdraws its registration to do business in this state; (c) That the entity revokes the authority of its registered agent to accept service on its behalf in this state; and (d) An address to which service of process may be made under subsection (3) of this section. (2) For foreign corporations, the statement of withdrawal must be accompanied by a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260 . (3) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made pursuant to RCW 23.95.450 .
RCW 23.100.0110 — Washington Code / Title 23 / Chapter 100 / Section 0110
RCW 23.100.0110: Required information.
Status: in_force

(1) Subject to subsection (2) of this section, a limited cooperative association shall maintain in a record available at its principal office: (a) A list containing the name, last known street address and, if different, mailing address, and term of office of each director and officer; (b) The initial articles of organization and all amendments to and restatements of the articles, together with an executed copy of any power of attorney under which any article, amendment, or restatement has been executed; (c) The initial bylaws and all amendments to and restatements of the bylaws; (d) All filed articles of merger and conversion; (e) All financial statements of the association for the three most recent years; (f) The most recent annual report delivered by the association to the secretary of state; (g) The minutes of members meetings for the period of the association's existence; (h) Evidence of all actions taken by members without a meeting for the period of the association's existence; (i) A list containing: (i) The name, in alphabetical order, and last known street address and, if different, mailing address of each patron member and each investor member; and (ii) If the association has districts or classes of members, information from which each current member in a district or class may be identified; (j) The federal income tax returns, any state and local income tax returns, and any tax reports of the association for the three most recent years; (k) Accounting records maintained by the association in the ordinary course of its operations for the three most recent years; (l) The minutes of directors meetings for the period of the association's existence; (m) Evidence of all actions taken by directors without a meeting for the period of the association's existence; (n) The amount of money contributed and agreed to be contributed by each member; (o) A description and statement of the agreed value of contributions or benefits other than money made or provided and agreed to be made or provided by each member; (p) The times at which, or events on the happening of which, any additional contribution is to be made by each member; (q) For each member, a description and statement of the member's interest or information from which the description and statement can be derived; and (r) All communications concerning the association made in a record to all members, or to all members in a district or class, for the three most recent years. (2) If a limited cooperative association has existed for less than the period for which records must be maintained under subsection (1) of this section, the period records must be kept is the period of the association's existence. (3) The organic rules may require that more information be maintained.
RCW 23.95.260 — Washington Code / Title 23 / Chapter 95 / Section 260
RCW 23.95.260: Fees.
Status: in_force

*** CHANGE IN 2026 *** (SEE 2248-S.SL ) ***

(1) Except as provided in subsection (2) of this section, the secretary of state shall adopt rules in accordance with chapter 34.05 RCW setting: (a) Fees for: (i) Filing entity filings; (ii) Furnishing copies or certified copies of any filed record under this chapter; and (iii) Furnishing a certificate of existence or registration of an entity, or any other certificate; (b) License or renewal fees authorized under Title 23 , 23B , 24 , or 25 RCW; (c) Penalty fees; and (d) Other miscellaneous charges. (2) There is no fee for: (a) A registered agent's consent to act as agent or statement of resignation; (b) Filing articles of dissolution; (c) Filing certificates of judicial dissolution; (d) Filing statements of withdrawal; and (e) Filing annual reports when submitted concurrently with the payment of annual license fees. (3) The withdrawal under RCW 23.95.215 of a filed record before it is effective or the correction of a filed record under RCW 23.95.220 does not entitle the person on whose behalf the record was filed to a refund of the filing fee. (4) The secretary of state shall establish the fee schedule authorized under this section in a manner that is consistent with the fee schedule applicable to the various entities that is in effect on January 1, 2016. The amounts of fees, charges, and penalties established under this section may be no greater than the amounts applicable to entity filings, penalties, and other charges in effect on January 1, 2016. Fees may be adjusted by rule only in an amount that does not exceed the average biennial increase in the cost of providing service. This must be determined in a biennial cost study performed by the secretary of state. (5) All fees collected by the secretary of state shall be deposited with the state treasurer pursuant to law or deposited in the secretary of state's revolving fund as provided in RCW 43.07.130 .
RCW 23.100.0413 — Washington Code / Title 23 / Chapter 100 / Section 0413
RCW 23.100.0413: Voting by investor members.
Status: in_force

If the organic rules provide for investor members, each investor member has one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
RCW 23.100.0305 — Washington Code / Title 23 / Chapter 100 / Section 0305
RCW 23.100.0305: Approval of amendment.
Status: in_force

(1) Subject to RCW 23.100.0304 and subsections (3) and (4) of this section, an amendment to the articles of organization must be approved by: (a) At least two-thirds of the voting power of members present at a members meeting called under RCW 23.100.0302 ; and (b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members. (2) Subject to RCW 23.100.0304 and subsections (3) through (6) of this section, an amendment to the bylaws must be approved by: (a) At least a majority vote of the voting power of all members present at a members meeting called under RCW 23.100.0302 , unless the organic rules require a greater percentage; and (b) If a limited cooperative association has investor members, a majority of the votes cast by patron members, unless the organic rules require a larger affirmative vote by patron members. (3) The organic rules may require that the percentage of votes under subsection (1)(a) or (2)(a) of this section be: (a) A different percentage that is not less than a majority of members voting at the meeting; (b) Measured against the voting power of all members; or (c) A combination of (a) and (b) of this subsection. (4) Consent in a record by a member must be delivered to a limited cooperative association before delivery of an amendment to the articles of organization or restated articles of organization for filing pursuant to RCW 23.100.0307 , if as a result of the amendment the member will have: (a) Personal liability for an obligation of the association; or (b) An obligation or liability for an additional contribution. (5) The vote required to amend bylaws must satisfy the requirements of subsection (1) of this section if the proposed amendment modifies: (a) The equity capital structure of the limited cooperative association, including the rights of the association's members to share in profits or distributions, or the relative rights, preferences, and restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly situated members; (b) The transferability of a member's interest; (c) The manner or method of allocation of profits or losses among members; (d) The quorum for a meeting and the rights of voting and governance; or (e) Unless otherwise provided in the organic rules, the terms for admission of new members. (6) Except for the matters described in subsection (5) of this section, the articles of organization may delegate amendment of all or a part of the bylaws to the board of directors without requiring member approval. (7) If the articles of organization delegate amendment of bylaws to the board of directors, the board shall provide a description of any amendment of the bylaws made by the board to the members in a record not later than thirty days after the amendment, but the description may be provided at the next annual members meeting if the meeting is held within the thirty-day period.
RCW 23B.900.030 — Washington Code / Title 23B / Chapter 900 / Section 030
RCW 23B.900.030: Repealer—1989 c 165.
Status: in_force

See 1989 c 165 s 204 .
RCW 23.78.020 — Washington Code / Title 23 / Chapter 78 / Section 020
RCW 23.78.020: Election by corporation to be governed as an employee cooperative—Laws governing.
Status: in_force

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 chapter 23.95 RCW. A corporation so electing shall be governed by all provisions of Title 23B RCW, except RCW 23B.07.050 , 23B.13.020 , and *chapter 23B.11 RCW, and except as otherwise provided in this chapter.
RCW 23B.06.270 — Washington Code / Title 23B / Chapter 06 / Section 270
RCW 23B.06.270: Restriction on transfer of shares and other securities.
Status: in_force

(1) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. (2) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by RCW 23B.06.260 (2). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. (3) A restriction on the transfer or registration of transfer of shares is authorized: (a) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; (b) To preserve exemptions under federal or state securities law; or (c) For any other reasonable purpose. (4) A restriction on the transfer or registration of transfer of shares may: (a) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares; (b) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares; (c) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or (d) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. (5) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
RCW 23B.01.300 — Washington Code / Title 23B / Chapter 01 / Section 300
RCW 23B.01.300: Powers.
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this title, including adoption, amendment, or repeal of rules for the efficient administration of this title.
RCW 23B.30.060 — Washington Code / Title 23B / Chapter 30 / Section 060
RCW 23B.30.060: Ratification and validation—Effect.
Status: in_force

From and after the validation effective time: (1) Each defective corporate action ratified in accordance with RCW 23B.30.030 or validated in accordance with RCW 23B.30.080 : (a) Is not void or voidable as a result of the failure of authorization identified (i) in the resolution adopted by the board of directors in accordance with RCW 23B.30.030 (1) or (2), or (ii) by the court in accordance with RCW 23B.30.080 (2); and (b) Is deemed to be a valid corporate action taken on the date of the defective corporate action; (2) The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the resolution adopted by the board of directors in accordance with RCW 23B.30.030 (1) or by the court in accordance with RCW 23B.30.080 (2) is not void or voidable as a result of the failure of authorization identified in that resolution or by that court, and each such putative share or fraction of a putative share is deemed to be an identical valid share or fraction of a valid share issued at the time it was purportedly issued; and (3) Any corporate action taken subsequent to the date of the defective corporate action ratified or validated in accordance with this chapter in reliance on that defective corporate action having been validly taken, and any subsequent defective corporate action resulting directly or indirectly from that original defective corporate action, is deemed to be valid as of the time that corporate action was taken.
RCW 23B.11A.020 — Washington Code / Title 23B / Chapter 11A / Section 020
RCW 23B.11A.020: Merger.
Status: in_force

(1) By complying with this chapter, one or more domestic corporations may merge with one or more domestic corporations or other entities in accordance with a plan of merger, resulting in a surviving entity. (2) By complying with the provisions of this chapter applicable to other entities, an other entity may be a party to a merger with a domestic corporation, but only if the merger is permitted by the organic law of the other entity. (3) If the organic law or organic rules of a domestic other entity do not provide procedures for the approval of a merger, a plan of merger may nonetheless be approved by the unanimous consent of all of the interest holders of that other entity, and the merger may thereafter be effected as provided in the other provisions of this chapter. For the purposes of applying this chapter in such a case: (a) The other entity, its interest holders, interests, and organic rules taken together will be deemed to be a domestic corporation, shareholders, shares, and articles of incorporation, respectively, and vice versa as the context may require; and (b) If the business and affairs of the other entity are managed by a person or persons that are not identical to the interest holders, that group will be deemed to be the board of directors. (4) The plan of merger must include: (a) As to each party to the merger, its name, jurisdiction of organization, and type of entity; (b) The surviving entity's name, jurisdiction of organization, and type of entity; (c) The manner and basis of converting the shares of each merging domestic corporation and interests of each merging other entity into shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property, or of canceling some or all of such shares or interests, or any combination of the foregoing; and (d) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic rules of any such party. (5) In addition to the requirements of subsection (4) of this section, a plan of merger may contain amendments to the articles of incorporation or public organic record of any party to the merger that will be the surviving entity, a restatement that includes one or more amendments to the surviving entity's articles of incorporation or public organic record, and any other provision not prohibited by law. (6) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200 (3). (7) A plan of merger may be amended only with the consent of each party to the merger, except as provided in the plan of merger. An amendment to a plan of merger that has previously been approved by a party's shareholders or interest holders must be approved: (a) In the same manner as the plan was approved, if the plan of merger does not provide for the manner in which it may be amended; or (b) In the manner provided in the plan of merger, except that shareholders or interest holders that were entitled to vote on or consent to approval of the plan of merger are entitled to vote on or consent to any amendment of the plan of merger that will change: (i) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be received under the plan of merger by the shareholders or interest holders of any party to the merger; (ii) The articles of incorporation of any domestic corporation, or the organic rules of any other entity, that will be the surviving entity of the merger, unless (A) the change constitutes an amendment to the articles of incorporation or organic rules of the surviving entity that would be permitted without approval of shareholders or interest holders by RCW 23B.10.020 or by comparable provisions of the organic law of any such other entity, or (B) the shareholders or interest holders that were entitled to vote on or consent to approval of the plan of merger will not continue as or become shareholders or interest holders of the surviving entity; or (iii) Any of the other terms or conditions of the plan of merger if the change would adversely affect such shareholders or interest holders in any material respect.
RCW 23B.10.060 — Washington Code / Title 23B / Chapter 10 / Section 060
RCW 23B.10.060: Articles of amendment.
Status: in_force

A corporation amending its articles of incorporation must deliver to the secretary of state for filing articles of amendment stating: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) The date of each amendment's adoption; (5) If an amendment was adopted by the incorporators or board of directors without shareholder approval, a statement to that effect and that shareholder approval was not required; (6) If shareholder approval was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of RCW 23B.10.030 and 23B.10.040 ; and (7) If an amendment is being filed pursuant to RCW 23B.01.200 (3)(e), a statement to that effect.
RCW 23B.08.400 — Washington Code / Title 23B / Chapter 08 / Section 400
RCW 23B.08.400: Officers.
Status: in_force

(1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. (3) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. (4) The same individual may simultaneously hold more than one office in a corporation.
RCW 23.100.0111 — Washington Code / Title 23 / Chapter 100 / Section 0111
RCW 23.100.0111: Business transactions of member with limited cooperative association.
Status: in_force

Subject to RCW 23.100.0618 and 23.100.0619 and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that is not a member.
RCW 23B.30.040 — Washington Code / Title 23B / Chapter 30 / Section 040
RCW 23B.30.040: Ratification—Quorum—Voting.
Status: in_force

(1) The quorum and voting requirements applicable to the adoption by the board of directors of the resolution required by RCW 23B.30.030 (1) are the quorum and voting requirements that would be applicable if the defective corporate action was being approved at the time the resolution required by RCW 23B.30.030 (1) is adopted. (2) Except as provided in subsection (3) of this section, the quorum and voting requirements applicable to the approval by shareholders of the ratification of the defective corporate action required by RCW 23B.30.030 (3) are the quorum and voting requirements that would be applicable if the defective corporate action was being approved at the time the ratification of the defective corporate action is approved. (3) The approval by shareholders of the ratification of a defective corporate action under this chapter involving the election of directors requires that the votes cast within a voting group favoring such ratification exceed the votes cast within the voting group opposing such ratification at a meeting at which a quorum is present. (4) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders in accordance with RCW 23B.30.030 (3) (and without giving effect to any ratification of a defective corporate action involving the purported issuance of putative shares that would become valid shares as a result of the approval of such matter) are neither entitled to vote nor to be counted for quorum purposes in any vote to approve the ratification of any defective corporate action. (5) If the ratification of a defective corporate action involving the purported issuance of putative shares would result in an overissue, in addition to the approval required by RCW 23B.30.030 , the board of directors and shareholders must approve an amendment to the articles of incorporation in accordance with chapter 23B.10 RCW to increase the number of shares of a class or series that the corporation is authorized to issue or to create a class or series of shares that the corporation is authorized to issue so there would be no overissue.
RCW 23B.08.020 — Washington Code / Title 23B / Chapter 08 / Section 020
RCW 23B.08.020: Qualifications of directors.
Status: in_force

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
RCW 23.86.310 — Washington Code / Title 23 / Chapter 86 / Section 310
RCW 23.86.310: Annual report.
Status: in_force

Every association subject to this chapter shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255 .
RCW 23.95.505 — Washington Code / Title 23 / Chapter 95 / Section 505
RCW 23.95.505: Registration to do business in this state.
Status: in_force

(1) A foreign entity may not do business in this state until it registers with the secretary of state under this chapter. (2) A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered. (3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration. (4) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration. (5) A foreign entity that transacts business in this state without a certificate of registration is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of registration, in an amount equal to all fees which would have been imposed by this chapter upon the entity had it applied for and received a certificate of registration to transact business in this state and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees. (6) The failure of a foreign entity to register to do business in this state does not: (a) Impair the validity of a contract or act of the foreign entity; (b) impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (c) preclude the foreign entity from defending an action or proceeding in this state. (7) A limitation on the liability of an interest holder or governor of a foreign entity is not waived solely because the foreign entity does business in this state without registering. (8) RCW 23.95.500 (1) and (2) applies even if a foreign entity fails to register under this Article 5.
RCW 23.86.095 — Washington Code / Title 23 / Chapter 86 / Section 095
RCW 23.86.095: Registered agent.
Status: in_force

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.
RCW 23B.08.240 — Washington Code / Title 23B / Chapter 08 / Section 240
RCW 23B.08.240: Quorum and voting.
Status: in_force

(1) Unless the articles of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this title, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws. (2) Notwithstanding subsection (1) of this section, a quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors. (3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this title. (4) A director who is present at a meeting of the board of directors or a committee when corporate action is approved is deemed to have assented to the corporate action unless: (a) The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding it or transacting business at the meeting; (b) the director's dissent or abstention as to the corporate action is entered in the minutes of the meeting; or (c) the director delivers written notice of the director's dissent or abstention as to the corporate action to the presiding officer of the meeting before adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the corporate action.
RCW 23B.08.310 — Washington Code / Title 23B / Chapter 08 / Section 310
RCW 23B.08.310: Liability for unlawful distributions.
Status: in_force

(1) A director who votes for or assents to a distribution made in violation of RCW 23B.06.400 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds the amount that could have been distributed without violating RCW 23B.06.400 or the articles of incorporation if it is established that the director did not perform the director's duties in compliance with RCW 23B.08.300 . In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director. (2) A director held liable under subsection (1) of this section for an unlawful distribution is entitled to contribution: (a) From every other director who could be held liable under subsection (1) of this section for the unlawful distribution; and (b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of RCW 23B.06.400 or the articles of incorporation. (3) A shareholder who accepts a distribution made in violation of RCW 23B.06.400 or the articles of incorporation is personally liable to the corporation for the amount of any distribution received by the shareholder to the extent it exceeds the amount that could have been distributed to the shareholder without violating RCW 23B.06.400 or the articles of incorporation, if it is established that the shareholder accepted the distribution knowing that it was made in violation of RCW 23B.06.400 or the articles of incorporation. (4) A shareholder held liable under subsection (3) of this section for an unlawful distribution is entitled to contribution from every other shareholder who could be held liable under subsection (3) of this section for the unlawful distribution. (5) A proceeding under this section is barred unless it is commenced prior to the earlier of (a) the expiration of two years after the date on which the effect of the distribution was measured under *RCW 23B.06.400 (4), or (b) the expiration of the survival period specified in RCW 23B.14.340 .
RCW 23B.02.032 — Washington Code / Title 23B / Chapter 02 / Section 032
RCW 23B.02.032: Certificate of authority as insurance company—Filing of records.
Status: in_force

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 records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.
RCW 23B.16.010 — Washington Code / Title 23B / Chapter 16 / Section 010
RCW 23B.16.010: Corporate records.
Status: in_force

(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all corporate actions approved by the shareholders or board of directors by executed consent without a meeting, and a record of all corporate actions approved by a committee of the board of directors exercising the authority of the board of directors on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of its current shareholders, in a form that permits preparation of a list of the names and mailing addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each. Nothing contained in this section requires the corporation to include on such list the electronic mail address or other electronic contact information of a shareholder. (4) A corporation shall maintain its records specified in this section in a form capable of conversion into paper form within a reasonable time. (5) A corporation shall keep a copy of the following records at its principal office: (a) Its articles or restated articles of incorporation and all amendments to them currently in effect; (b) Its bylaws or restated bylaws and all amendments to them currently in effect; (c) The minutes of all shareholders' meetings, and records of all corporate actions approved by shareholders without a meeting, for the past three years; (d) The financial statements described in RCW 23B.16.200 (1), for the past three years; (e) All written communications to shareholders generally within the past three years; (f) A list of the names and business mailing addresses of its current directors and officers; and (g) Its initial report or most recent annual report delivered to the secretary of state under RCW 23.95.255 .
RCW 23.95.245 — Washington Code / Title 23 / Chapter 95 / Section 245
RCW 23.95.245: Execution and filing pursuant to judicial order.
Status: in_force

(1) If a person required by the entity's organic law to execute a record that is to be an entity filing or to make an entity filing does not do so, any other person that is aggrieved may petition the superior court to order: (a) The person to execute the record; (b) The person to make the entity filing; or (c) The secretary of state to file the entity filing unexecuted. (2) If the petitioner under subsection (1) of this section is not the entity to which the entity filing pertains, the petitioner shall make the entity a party to the action. (3) A filed record created under subsection (1)(c) of this section is effective without being executed.
RCW 23.78.900 — Washington Code / Title 23 / Chapter 78 / Section 900
RCW 23.78.900: Short title.
Status: in_force

This chapter may be cited as the employee cooperative corporations act.
RCW 23B.08.560 — Washington Code / Title 23B / Chapter 08 / Section 560
RCW 23B.08.560: Shareholder authorized indemnification and advancement of expenses.
Status: in_force

(1) If authorized by the articles of incorporation, a bylaw adopted or ratified by the shareholders, or a resolution adopted or ratified, before or after the event, by the shareholders, a corporation shall have power to indemnify or agree to indemnify a director made a party to a proceeding, or obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations in RCW 23B.08.510 through 23B.08.550 , provided that no such indemnity shall indemnify any director from or on account of: (a) Acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law; (b) Conduct of the director finally adjudged to be in violation of RCW 23B.08.310 ; or (c) Any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property, or services to which the director was not legally entitled. (2) Unless the articles of incorporation, or a bylaw or resolution adopted or ratified by the shareholders, provide otherwise, any determination as to any indemnity or advance of expenses under subsection (1) of this section shall be made in accordance with RCW 23B.08.550 .
RCW 23.95.515 — Washington Code / Title 23 / Chapter 95 / Section 515
RCW 23.95.515: Amendment of foreign registration statement.
Status: in_force

*** CHANGE IN 2026 *** (SEE 2248-S.SL ) ***

A registered foreign entity shall promptly deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) The name of the entity; (2) The type of entity, including, if it is a foreign limited partnership, whether the entity became or ceased to be a foreign limited liability limited partnership; (3) The entity's jurisdiction of formation; (4) An address required by RCW 23.95.510 (1)(d); or (5) The information required by RCW 23.95.415 (1).
RCW 23B.08.603 — Washington Code / Title 23B / Chapter 08 / Section 603
RCW 23B.08.603: Indemnification or advance for expenses—Later amendment or repeal of subject provision.
Status: in_force

The right of a director, officer, employee, or agent to indemnification or to advancement of expenses arising under a provision in the articles of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal of that provision after the occurrence of the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses under that provision is sought, unless the provision in effect at the time of such an act or omission explicitly authorizes the elimination or impairment of the right after such an action or omission has occurred.
RCW 23.86.085 — Washington Code / Title 23 / Chapter 86 / Section 085
RCW 23.86.085: Election of officers.
Status: in_force

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 chairs. They shall also elect a secretary and treasurer, who need not be directors, and they may combine the two offices and designate the combined office as secretary-treasurer. The treasurer may be a bank or any depository, and as such shall not be considered an officer but a function of the board of directors. In such case, the secretary shall perform the usual accounting duties of the treasurer, except that the funds shall be deposited only as authorized by the board of directors.
RCW 23B.01.204 — Washington Code / Title 23B / Chapter 01 / Section 204
RCW 23B.01.204: Certificate of authority from department of financial institutions—Filing of records.
Status: in_force

For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the department of financial institutions as a bank, trust company, or the holding company thereof, under *Title 30 RCW, or as a savings bank or holding company thereof, under Title 32 RCW, or for any other corporation or other entity which is or purports to be a bank, savings bank, savings and loan association, trust company, industrial loan bank, credit union, bank holding company, financial services holding company, or savings and loan holding company, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the department of financial institutions.
RCW 23B.08.200 — Washington Code / Title 23B / Chapter 08 / Section 200
RCW 23B.08.200: Regular or special meetings of the board.
Status: in_force

(1) The board of directors may hold regular or special meetings in or out of this state. (2) Unless the articles of incorporation or bylaws provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
RCW 23.95.400 — Washington Code / Title 23 / Chapter 95 / Section 400
RCW 23.95.400: Definitions.
Status: in_force

The definitions in this section apply throughout this section and RCW 23.95.405 through 23.95.460 unless the context clearly requires otherwise. (1) "Registered agent filing" means: (a) The public organic record of a domestic entity; (b) An application of a domestic limited liability partnership; or (c) A registration statement filed pursuant to RCW 23.95.510 . (3) [(2)] "Represented entity" means: (a) A domestic entity; or (b) A registered foreign entity.
RCW 23.100.0618 — Washington Code / Title 23 / Chapter 100 / Section 0618
RCW 23.100.0618: Standards of conduct and liability.
Status: in_force

Except as otherwise provided in RCW 23.100.0620 : (1) The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 23B RCW; and (2) The liability of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 23B RCW.
RCW 23.100.0109 — Washington Code / Title 23 / Chapter 100 / Section 0109
RCW 23.100.0109: Effect of organic rules.
Status: in_force

(1) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by this chapter, the organic rules may provide for any matter concerning the relations among the members of the association and between the members and the association, the activities of the association, and the conduct of its activities. (2) The matters referred to in (a) through (k) of this subsection may be varied only in the articles of organization. The articles may: (a) State a term of existence for the association under RCW 23.100.0104 (3); (b) Limit or eliminate the acceptance of new or additional members by the initial board of directors under RCW 23.100.0202 (2); (c) Vary the limitations on the obligations and liability of members for association obligations under RCW 23.100.0404 ; (d) Require a notice of an annual members meeting to state a purpose of the meeting under RCW 23.100.0408 (2); (e) Vary the board of directors meeting quorum under RCW 23.100.0615 (1); (f) Vary the matters the board of directors may consider in making a decision under RCW 23.100.0620 ; (g) Specify causes of dissolution under RCW 23.100.1002 (1); (h) Delegate amendment of the bylaws to the board of directors pursuant to RCW 23.100.0305 (6); (i) Provide for member approval of asset dispositions under RCW 23.100.1201 ; (j) Subject to RCW 23.100.0620 , provide for the elimination or limitation of liability of a director to the association or its members for money damages pursuant to RCW 23.100.0618 ; (k) Provide for permitting or making obligatory indemnification under RCW 23.100.0701 (1); and (l) Provide for any matters that may be contained in the organic rules, including those under subsection (3) of this section. (3) The matters referred to in (a) through (y) of this subsection may be varied only in the organic rules. The organic rules may: (a) Require more information to be maintained under RCW 23.100.0110 or provided to members under RCW 23.100.0405 (10); (b) Provide restrictions on transactions between a member and an association under RCW 23.100.0111 ; (c) Provide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under RCW 23.100.0304 (1); (d) Provide for the percentage vote required to amend the bylaws concerning the admission of new members under RCW 23.100.0305 (5)(e); (e) Provide for terms and conditions to become a member under RCW 23.100.0402 ; (f) Restrict the manner of conducting members meetings under RCW 23.100.0406 (3) and 23.100.0407 (5); (g) Designate the presiding officer of members meetings under RCW 23.100.0406 (5) and 23.100.0407 (7); (h) Require a statement of purposes in the annual meeting notice under RCW 23.100.0408 (2); (i) Increase quorum requirements for members meetings under RCW 23.100.0410 and board of directors meetings under RCW 23.100.0615 ; (j) Allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by RCW 23.100.0411 through 23.100.0417 ; (k) Authorize investor members and expand or restrict the transferability of members' interests to the extent provided in RCW 23.100.0502 and 23.100.0503 ; (l) Provide for enforcement of a marketing contract; (m) Provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with RCW 23.100.0603 through 23.100.0605 , 23.100.0607 , 23.100.0609 , and 23.100.0610 ; (n) Restrict the manner of conducting board meetings and taking action without a meeting under RCW 23.100.0611 and 23.100.0612 ; (o) Provide for frequency, location, notice, and waivers of notice for board meetings under RCW 23.100.0613 and 23.100.0614 ; (p) Increase the percentage of votes necessary for board action under RCW 23.100.0616 (2); (q) Provide for the creation of committees of the board of directors and matters related to the committees in accordance with RCW 23.100.0617 ; (r) Provide for officers and their appointment, designation, and authority under RCW 23.100.0622 ; (s) Provide for forms and values of contributions under RCW 23.100.0802 ; (t) Provide for remedies for failure to make a contribution; (u) Provide for the allocation of profits and losses of the association, distributions, and the redemption or repurchase of distributed property other than money in accordance with RCW 23.100.0803 through 23.100.0806 ; (v) Specify when a member's dissociation is wrongful and the liability incurred by the dissociating member for damage to the association under RCW 23.100.0901 (2) and (3); (w) Provide the personal representative or other legal representative of a deceased member or a member adjudged incompetent with additional rights under RCW 23.100.0903 ; (x) Increase the percentage of votes required for board of director approval of: (i) A resolution to dissolve under RCW 23.100.1005 (1)(a); (ii) A proposed amendment to the organic rules under RCW 23.100.0302 (1)(a); (iii) A proposed disposition of assets under RCW 23.100.1203 (1); and (iv) A plan of merger or plan of conversion under RCW 23.100.1301 through 23.100.1320 ; and (y) Vary the percentage of votes required for members approval of: (i) A resolution to dissolve under RCW 23.100.1005 ; (ii) An amendment to the organic rules under RCW 23.100.0305 ; (iii) A disposition of assets under RCW 23.100.1204 ; and (iv) A plan of merger or plan of conversion under RCW 23.100.1301 through 23.100.1320 . (4) The organic rules must address members' contributions pursuant to RCW 23.100.0801 .
RCW 23B.11A.041 — Washington Code / Title 23B / Chapter 11A / Section 041
RCW 23B.11A.041: Voting on plan of merger or share exchange—Separate voting groups.
Status: in_force

(1) Subject to subsection (2) of this section, separate voting by voting groups is required: (a) On a plan of merger, by each class or series of shares of a domestic corporation that is a party to the merger that: (i) Is to be converted under the plan into shares, other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing, or is to be canceled under the plan; or (ii) Is entitled to vote as a separate group on a provision in the plan that constitutes a proposed amendment to the articles of incorporation of such corporation that requires action by separate voting groups under RCW 23B.10.040 if such corporation is the surviving entity in the merger and the holders of such class or series will continue as shareholders of the surviving entity; (b) On a plan of share exchange, by each class or series of shares of a domestic corporation included in the exchange, with each class or series constituting a separate voting group; and (c) On a plan of merger or share exchange, if the voting group is entitled under the articles of incorporation to vote as a separate voting group on the plan of merger or share exchange, respectively. (2) The articles of incorporation may expressly limit or eliminate the separate voting rights provided in subsection (1)(a)(i) and (b) of this section as to any class or series of shares. A provision in the articles of incorporation of a domestic corporation formed before August 1, 2024, limiting or eliminating the separate voting rights provided under RCW 23B.11.035 in effect prior to June 6, 2024, will be deemed to limit or eliminate the separate voting rights provided in subsection (1)(a)(i) and (b) of this section to the same extent. (3) If a proposed plan of merger or share exchange that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, then instead of voting as separate voting groups, the holders of shares of the classes or series so affected are to vote together as a single voting group on the proposed plan of merger or share exchange, unless otherwise provided in the articles of incorporation or by the board of directors in accordance with RCW 23B.11A.040 (3). (4) Holders of shares of two or more classes or series of shares of a domestic corporation that is a party to the merger or the acquired entity in a share exchange who would, under a proposed plan, receive the same type of consideration in the form of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests of the surviving or acquiring entity or of any parent entity of the surviving entity, cash or other form of consideration, or the same combination thereof, but in differing amounts resulting solely from application of provisions in the corporation's articles of incorporation governing distribution of consideration received in a merger or share exchange, are deemed to be affected in the same or a substantially similar way and are not, by reason of receiving the same types or differing amounts of consideration, entitled to vote as separate voting groups on the proposed plan, unless the articles of incorporation of such corporation expressly require otherwise or the board of directors conditions its submission of the proposed plan on a separate vote by one or more classes or series.
RCW 23B.08.600 — Washington Code / Title 23B / Chapter 08 / Section 600
RCW 23B.08.600: Report to shareholders.
Status: in_force

If a corporation indemnifies or advances expenses to a director under RCW 23B.08.510 , 23B.08.520 , 23B.08.530 , 23B.08.540 , or 23B.08.560 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in the form of a notice to the shareholders delivered with or before the notice of the next shareholders' meeting.
RCW 23.100.0620 — Washington Code / Title 23 / Chapter 100 / Section 0620
RCW 23.100.0620: Other considerations of directors.
Status: in_force

Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long and short term interest of the association and its members, may consider any or all of: (1) The interest of employees, customers, and suppliers of the association; (2) The interest of the local, state, national, or world community in which the association operates; (3) The environment; and (4) Other cooperative principles and values that may be applied in the context of the decision.
RCW 23.86.400 — Washington Code / Title 23 / Chapter 86 / Section 400
RCW 23.86.400: Locally regulated utilities—Attachments to poles.
Status: in_force

(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 to cable, and any related device, apparatus, or auxiliary equipment upon any pole owned or controlled in whole or in part by one or more locally regulated utilities where the installation has been made with the necessary consent. (b) "Locally regulated utility" means an electric service cooperative organized under this chapter and not subject to rate or service regulation by the utilities and transportation commission. (c) "Nondiscriminatory" means that pole owners may not arbitrarily differentiate among or between similar classes of persons approved for attachments. (2) All rates, terms, and conditions made, demanded or received by a locally regulated utility for attachments to its poles must be just, reasonable, nondiscriminatory and sufficient. A locally regulated utility shall levy attachment space rental rates that are uniform for the same class of service within the locally regulated utility service area. (3) Nothing in this section shall be construed or is intended to confer upon the utilities and transportation commission any authority to exercise jurisdiction over locally regulated utilities.
RCW 23.100.1202 — Washington Code / Title 23 / Chapter 100 / Section 1202
RCW 23.100.1202: Member approval of other disposition of assets.
Status: in_force

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 association without significant continuing business activity.
RCW 23B.15.032 — Washington Code / Title 23B / Chapter 15 / Section 032
RCW 23B.15.032: Certificate of authority as insurance company—Filing of records.
Status: in_force

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 records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.
RCW 23B.18.040 — Washington Code / Title 23B / Chapter 18 / Section 040
RCW 23B.18.040: Service of process.
Status: in_force

In any action in law or equity commenced by the obligor or obligors, it, his, her, or their assignee or assignees against the said nonadmitted organizations on the said notes secured by said real estate mortgages purchased by said nonadmitted organizations, service of all legal process may be made in accordance with RCW 23.95.450 .
RCW 23B.08.550 — Washington Code / Title 23B / Chapter 08 / Section 550
RCW 23B.08.550: Determination and authorization of indemnification.
Status: in_force

(1) A corporation may not indemnify a director under RCW 23B.08.510 unless approved in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in RCW 23B.08.510 . (2) The determination shall be made: (a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) If a quorum cannot be obtained under (a) of this subsection, by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding; (c) By special legal counsel: (i) Selected by the board of directors or its committee in the manner prescribed in (a) or (b) of this subsection; or (ii) If a quorum of the board of directors cannot be obtained under (a) of this subsection and a committee cannot be designated under (b) of this subsection, selected by majority vote of the full board of directors, in which selection directors who are parties may participate; or (d) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. (3) Approval of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, approval of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel.
RCW 23B.13.200 — Washington Code / Title 23B / Chapter 13 / Section 200
RCW 23B.13.200: Notice of dissenters' rights.
Status: in_force

(1) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is submitted for approval by a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter. (2) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 would be submitted for approval by a vote at a shareholders' meeting but for the provisions of RCW 23B.11A.045 , the offer made pursuant to RCW 23B.11A.045 must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter. (3) If corporate action creating dissenters' rights under RCW 23B.13.020 is submitted for approval without a vote of shareholders in accordance with RCW 23B.07.040 , the shareholder consent described in RCW 23B.07.040 (1)(b) and the notice described in RCW 23B.07.040 (3)(a) must include a statement that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.
RCW 23.86.090 — Washington Code / Title 23 / Chapter 86 / Section 090
RCW 23.86.090: Amendments to articles.
Status: in_force

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 provided by the bylaws: PROVIDED, That if the total vote upon the proposed amendment shall be less than twenty-five percent of the total membership of the association, the amendment shall not be approved. At the meeting, members may vote upon the proposed amendment in person, or by written proxy, or by mailed ballot. The power to amend shall include the power to extend the period of its duration for a further definite time or perpetually, and also include the power to increase or diminish the amount of capital stock and the number of shares: PROVIDED, The amount of the capital stock shall not be diminished below the amount of the paid-up capital stock at the time such amendment is adopted. After the adoption of an amendment to its articles of incorporation, the association shall cause a copy of such amendment adopted to be recorded in the office of the secretary of state as provided in RCW 24.06.195 .
RCW 23B.01.400 — Washington Code / Title 23B / Chapter 01 / Section 400
RCW 23B.01.400: Definitions.
Status: in_force

The definitions in this section apply throughout this title unless the context clearly requires otherwise. (1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger. (2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue. (3) "Conspicuous" means so prepared that a reasonable person against whom the writing is to operate should have noticed it. For example, text in italics, boldface, contrasting color, capitals, or underlined is conspicuous. (4) "Controlling interest" means ownership of an entity's outstanding shares or interests in such number as to entitle the holder at the time to elect a majority of the entity's directors or other governors without regard to voting power which may thereafter exist upon a default, failure, or other contingency. (5) "Corporate action" means any resolution, act, policy, contract, transaction, plan, adoption or amendment of articles of incorporation or bylaws, or other matter approved by or submitted for approval to a corporation's incorporators, board of directors or a committee thereof, or shareholders. (6) "Corporation" or "domestic corporation" means a corporation for profit, including a social purpose corporation, which is not a foreign corporation, incorporated under or subject to the provisions of this title. (7) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with RCW 23B.01.410 , by electronic transmission. (8) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect to any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a distribution in partial or complete liquidation, or upon voluntary or involuntary dissolution; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise. (9) "Document" means: (a) Any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments or copies of such instruments; and (b) An electronic record. (10) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (11) "Electronic mail" means an electronic transmission directed to a unique electronic mail address, which electronic mail will be deemed to include any files attached thereto and any information hyperlinked to a website if the electronic mail includes the contact information of an officer or agent of the corporation who is available to assist with accessing such files and information. (12) "Electronic mail address" means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox, commonly referred to as the "local part" of the address, and a reference to an internet domain, commonly referred to as the "domain part" of the address, whether or not displayed, to which electronic mail can be sent or delivered. (13) "Electronic record" means information that is stored in an electronic or other nontangible medium and: (a) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice; or (b) if not retrievable in paper form by the recipient through an automated process used in conventional commercial practice, is otherwise authorized in accordance with RCW 23B.01.410 (10). (14) "Electronic transmission" or "electronically transmitted" means internet transmission, telephonic transmission, electronic mail transmission, transmission of a telegram, cablegram, or datagram, the use of, or participation in, one or more electronic networks or databases including one or more distributed electronic networks or databases, or any other form or process of communication, not directly involving the physical transfer of paper or another tangible medium, which: (a) Is suitable for the retention, retrieval, and reproduction of information by the recipient; and (b) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, or, if not retrievable in paper form by the recipient through an automated process used in conventional commercial practice, is otherwise authorized in accordance with RCW 23B.01.410 (10). (15) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee. (16) "Entity" includes a corporation and foreign corporation, not-for-profit corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, two or more persons having a joint or common economic interest, the state, United States, and a foreign governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (17) "Execute," "executes," or "executed" means, with present intent to authenticate or adopt a document: (a) To sign or adopt a tangible symbol to the document, and includes any manual, facsimile, or conformed signature; (b) To attach or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature; or (c) With respect to a document to be filed with the secretary of state, in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state. (18) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state. (19) "Foreign limited partnership" means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners. (20) "Forward stock split" means the pro rata division of all the outstanding shares of a class of stock into a greater number of shares of the same class, whether or not the authorized shares of such a class are increased in the same proportion, but does not include a share dividend under RCW 23B.06.230 . (21) "General social purpose" means the general social purpose for which a social purpose corporation is organized as set forth in the articles of incorporation of the corporation in accordance with RCW 23B.25.040 (1)(c). (22) "Governmental subdivision" includes authority, county, district, and municipality. (23) "Governor" has the meaning given that term in RCW 23.95.105 . (24) "Includes" denotes a partial definition. (25) "Individual" includes the estate of an incompetent or deceased individual. (26) "Interest" means either or both of the following rights under the organic law governing an other entity: (a) A right to receive distributions from the other entity either in the ordinary course of business or upon liquidation; or (b) The right to receive notice of or vote on issues involving the other entity's internal affairs, other than as an agent, assignee, proxy, or person responsible for managing the other entity's business affairs. (27) "Interest holder" means a person who holds of record an interest. (28) "Jurisdiction of organization" means the state or country the law of which includes the organic law governing a domestic corporation or other entity. (29) "Limited partnership" or "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners. (30) "Means" denotes an exhaustive definition. (31) "Notice" has the meaning provided in RCW 23B.01.410 . (32) "Organic law" means the statute governing the internal affairs of an entity. (33) "Organic rules" means the public organic record and private organic rules of an entity. (34) "Other entity" means any entity that is not any of the following: A domestic corporation, a domestic or foreign not-for-profit corporation, a series of a limited liability company or similar entity, an estate, a trust, a state, the United States, or a foreign governmental subdivision, agency, or instrumentality. The term includes, but is not limited to, a foreign corporation, a limited partnership, a general partnership, a limited liability company, a joint venture, a joint stock company, and a business trust. (35) "Owner liability" means personal liability for a debt, obligation, or liability of an entity that is imposed on a person: (a) Solely by reason of the person's status as a shareholder or interest holder; (b) By the articles of incorporation or bylaws of a corporation authorizing the articles of incorporation or bylaws to make one or more specified shareholders liable in their capacity as shareholders for all or specified debts, obligations, or liabilities of the corporation; or (c) By one or more organic rules of an other entity authorizing the organic rules to make one or more specified interest holders liable in their capacity as interest holders for all or specified debts, obligations, or liabilities of the other entity. (36) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (37) "Principal office" means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. (38) "Private organic rules" means (a) the bylaws of a domestic corporation or (b) the rules, regardless of whether in writing, (i) that govern the internal affairs of an other entity, (ii) which are binding on all of the other entity's interest holders, and (iii) which are not part of the other entity's public organic record, if any. Where private organic rules have been amended or restated, the term means the private organic rules as last amended or restated. (39) "Proceeding" includes civil suit and criminal, administrative, and investigatory action. (40) "Public company" means a corporation that either has a class of shares registered with the federal securities and exchange commission pursuant to section 12 or which is subject to section 15(d) of the securities exchange act of 1934, or section 8 of the investment company act of 1940, or any successor statute. (41) "Public organic record" means (a) the articles of incorporation of a domestic corporation or (b) the document, if any, the filing of which is required to create an other entity. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated. (42) "Qualified director" means (a) with respect to a director's conflicting interest transaction as defined in RCW 23B.08.700 , any director who does not have either (i) a conflicting interest respecting the transaction, or (ii) a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction; (b) with respect to RCW 23B.08.735 , a qualified director under (a) of this subsection if the business opportunity were a director's conflicting interest transaction; and (c) with respect to RCW 23B.02.020 (2)(g), a director who is not a director (i) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply, or (ii) who has a familial, financial, professional, or employment relationship with another officer to whom the limitation or elimination would apply, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the limitation or elimination. (43) "Record date" means the date fixed for determining the identity of a corporation's shareholders and their shareholdings for purposes of this title. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed. (44) "Registered office" means the address of the corporation's registered agent. (45) "Reverse stock split" means the pro rata combination of all the outstanding shares of a class of stock into a smaller number of shares of the same class, whether or not the authorized shares of such a class are reduced in the same proportion. (46) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under RCW 23B.08.400 (3) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. (47) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. (48) "Shares" means the units into which the proprietary interests in a corporation are divided. (49) "Social purpose" includes any general social purpose and any specific social purpose. (50) "Social purpose corporation" means a corporation that has elected to be governed as a social purpose corporation under chapter 23B.25 RCW. (51) "Specific social purpose" means the specific social purpose or purposes for which a social purpose corporation is organized as set forth in the articles of incorporation of the corporation in accordance with RCW 23B.25.040 (2)(a). (52) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States. (53) "Stock split" means a forward stock split or a reverse stock split. (54) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation. (55) "Subsidiary" means an entity in which the corporation has, directly or indirectly, a controlling interest. (56) "United States" includes a district, authority, bureau, commission, department, and any other agency of the United States. (57) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this title to vote generally on the matter are for that purpose a single voting group. (58) "Voting power" means the total number of votes entitled to be cast by all of the outstanding voting shares of a corporation on the date in question. (59) "Voting shares" means the shares of all classes of a corporation entitled to vote generally in the election of directors on the date in question. (60) "Writing" or "written" means any information in the form of a document.
RCW 23.95.535 — Washington Code / Title 23 / Chapter 95 / Section 535
RCW 23.95.535: Withdrawal deemed on conversion to domestic entity.
Status: in_force

A registered foreign entity that converts to any type of domestic entity is deemed to have withdrawn its registration on the effective date of the conversion.
RCW 23B.25.140 — Washington Code / Title 23B / Chapter 25 / Section 140
RCW 23B.25.140: Corporation ceasing to be a social purpose corporation—Conditions—Election.
Status: in_force

(1) Any social purpose corporation may elect to cease to be a social purpose corporation if, pursuant to the proposed election, each of the following conditions are met: (a) Each share of the same class or series of the electing social purpose corporation shall, unless all shareholders of the class or series consent, be treated equally with respect to any cash, rights, securities, or other property to be received by, or any obligations or restrictions to be imposed on, the holder of that share; (b) The board of directors of the electing social purpose corporation must recommend the election to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the proposed election; and (c) In addition to any other voting conditions imposed by the board of directors under subsection (2) of this section, the election must be approved by an affirmative vote of at least two-thirds of the voting group comprising all the votes of the electing social purpose corporation's shareholders entitled to be cast on the corporate action, and by two-thirds of the holders of the outstanding shares of each class or series, voting as separate voting groups, and each other voting group entitled under the articles of incorporation to vote separately on the corporate action. (2) The board of directors of a social purpose corporation electing to cease to be a social purpose corporation may condition its submission of the proposed election on any basis, including the affirmative vote of holders of a specified percentage of shares held by any group of shareholders not otherwise entitled to vote as a separate group on the proposed election. (3) To elect to cease to be a social purpose corporation, an electing social purpose corporation must amend its articles of incorporation to remove the matters required to be set forth in the articles of incorporation pursuant to RCW 23B.25.040 (1) (a) and (b). (4) After an election to cease to be a social purpose corporation is approved, and at any time prior to the filing of the articles of amendment to amend the electing social purpose corporation's articles of incorporation in compliance with subsection (3) of this section, the planned election may be abandoned by the electing social purpose corporation, subject to any contractual rights, without further shareholder approval, in the manner determined by the board of directors. (5) The election to cease to be a social purpose corporation shall be effective upon the later of the filing of the articles of amendment with the secretary of state or the effective date or time set forth in the articles of amendment. (6) Upon the effective time of the election to cease to be a social purpose corporation, the electing social purpose corporation shall thereafter be a corporation which is not a social purpose corporation and shall be subject to all of the provisions of this title applicable to corporations generally and the existence of the corporation shall be deemed to have commenced on the date the electing social purpose corporation was incorporated. (7) The election to cease to be a social purpose corporation shall not be deemed to affect any obligations or liabilities of the electing social purpose corporation incurred prior to its election to cease to be a social purpose corporation or the personal liability of any person incurred prior to such election.
RCW 23.100.0613 — Washington Code / Title 23 / Chapter 100 / Section 0613
RCW 23.100.0613: Meetings and notice.
Status: in_force

(1) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required. (2) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors must be given to all directors at least two days before the meeting. (3) The organic rules may require that the notice under subsection (2) of this section contain a statement of the purpose of the meeting, and may additionally require that the meeting be limited to the matters contained in the statement.
RCW 23.100.0415 — Washington Code / Title 23 / Chapter 100 / Section 0415
RCW 23.100.0415: Manner of voting.
Status: in_force

(1) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection does not prohibit delegate voting based on district or class. (2) If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, if investor members are permitted, an investor member may appoint only another investor member as a proxy. (3) The organic rules may provide for the manner of and provisions governing the appointment of a proxy. (4) The organic rules may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
RCW 23.100.0801 — Washington Code / Title 23 / Chapter 100 / Section 0801
RCW 23.100.0801: Members' contributions.
Status: in_force

Unless the organic rules establish the amount, manner, or method of determining any contribution requirements for members, the board of directors may establish the amount, manner, or other method of determining any contribution requirements for members.
RCW 23B.13.010 — Washington Code / Title 23B / Chapter 13 / Section 010
RCW 23B.13.010: Definitions.
Status: in_force

As used in this chapter: (1) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. (2) "Dissenter" means a shareholder who is entitled to dissent from corporate action under RCW 23B.13.020 and who exercises that right when and in the manner required by RCW 23B.13.200 through 23B.13.280 . (3) "Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effective date of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. (4) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. (5) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. (6) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. (7) "Shareholder" means the record shareholder or the beneficial shareholder.
RCW 23B.02.020 — Washington Code / Title 23B / Chapter 02 / Section 020
RCW 23B.02.020: Articles of incorporation.
Status: in_force

(1) The articles of incorporation must include: (a) A corporate name for the corporation that satisfies the requirements of Article 3 of chapter 23.95 RCW; (b) The number of shares the corporation is authorized to issue in accordance with RCW 23B.06.010 and 23B.06.020 ; (c) The name and address of the corporation's initial registered agent designated in accordance with Article 4 of chapter 23.95 RCW; and (d) The name and address of each incorporator in accordance with RCW 23B.02.010 . (2) The articles of incorporation may include: (a) The names and addresses of the individuals who are to serve as initial directors; (b) The par value of any authorized shares or classes of shares; (c) Provisions not inconsistent with law regarding: (i) The purpose or purposes for which the corporation is organized; (ii) Managing the business and regulating the affairs of the corporation; or (iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; (d) Any provision that under this title is required or permitted to be set forth in the bylaws; (e) A provision eliminating or limiting a director's personal liability to the corporation or its shareholders for monetary damages for conduct as a director in accordance with RCW 23B.08.320 ; (f) A provision permitting or making obligatory indemnification of a director made a party to a proceeding, or advancement or reimbursement of expenses incurred by a director in a proceeding to the extent permitted by RCW 23B.08.560 ; and (g) A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, prior to the pursuit or taking of the opportunity by the director or other person in accordance with RCW 23B.08.735 (1)(b). (3) The articles of incorporation need not set forth any of the corporate powers enumerated in this title. (4) Provisions in the articles of incorporation may be made dependent on facts objectively ascertainable outside the articles of incorporation in accordance with RCW 23B.01.200 (3).
RCW 23.95.540 — Washington Code / Title 23 / Chapter 95 / Section 540
RCW 23.95.540: Withdrawal on dissolution or conversion.
Status: in_force

(1) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign person not subject to this chapter shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be executed by the dissolved or converted entity and state: (a) In the case of a foreign entity that has completed winding up: (i) Its name and jurisdiction of formation; and (ii) That the foreign entity surrenders its registration to do business in this state; and (b) In the case of a foreign entity that has converted to a domestic or foreign person not subject to chapter 176, Laws of 2015: (i) The name of the converting foreign entity and its jurisdiction of formation; (ii) The type of person to which it has converted and its jurisdiction of formation; (iii) That it surrenders its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf; and (iv) A mailing address to which service of process may be made under subsection (2) of this section. (2) After a withdrawal is effective under this section, service of process in any action or proceeding based on a cause of action arising during the time the foreign entity was registered to do business in this state may be made pursuant to RCW 23.95.450 .
RCW 23.100.0306 — Washington Code / Title 23 / Chapter 100 / Section 0306
RCW 23.100.0306: Restated articles of organization.
Status: in_force

A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended. Restated articles may contain amendments if the restated articles are adopted in the same manner and with the same vote as required for amendments to the articles under RCW 23.100.0305 (1). Upon filing, restated articles supersede the existing articles and all amendments.
RCW 23B.16.040 — Washington Code / Title 23B / Chapter 16 / Section 040
RCW 23B.16.040: Court-ordered inspection.
Status: in_force

(1) If a corporation does not allow a shareholder who complies with RCW 23B.16.020 (1) to inspect and copy any records required by that subsection to be available for inspection, the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder. (2) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with RCW 23B.16.020 (2) and (3) may apply to the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. (4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
RCW 23.86.210 — Washington Code / Title 23 / Chapter 86 / Section 210
RCW 23.86.210: Conversion of cooperative association to domestic ordinary business corporation—Procedure.
Status: in_force

(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 conversion setting forth: (i) The reasons why such conversion is desirable and in the interests of the members of the association; (ii) The proposed contents of articles of conversion with respect to items (ii) through (ix) of subparagraph (c) below; and (iii) Such other information and matters as the board of directors may deem to be pertinent to the proposed plan. (b) After adoption by the board of directors, the plan for conversion shall be submitted for approval or rejection to the members of the association at any regular meetings or at any special meetings called for that purpose, after notice of the proposed conversion has been given to all members entitled to vote thereon, in the manner provided by the bylaws. The notice of the meeting shall be accompanied by a full copy of the proposed plan for conversion or by a summary of its provisions. At the meeting members may vote upon the proposed conversion in person, or by written proxy, or by mailed ballot. The affirmative vote of two-thirds of the members voting thereon shall be required for approval of the plan of conversion. If the total vote upon the proposed conversion shall be less than twenty-five percent of the total membership of the association, the conversion shall not be approved. (c) Upon approval by the members of the association, the articles of conversion shall be executed in duplicate by the association by one of its officers and shall set forth: (i) The dates and vote by which the plan for conversion was adopted by the board of directors and members respectively; (ii) The corporate name of the converted organization. The name shall comply with requirements in Article 3 of chapter 23.95 RCW for names of business corporations formed under Title 23B RCW, and shall not contain the term "cooperative"; (iii) The purpose or purposes for which the converted corporation is to exist; (iv) The duration of the converted corporation, which may be perpetual or for a stated term of years; (v) The capitalization of the converted corporation and the class or classes of shares of stock into which divided, together with the par value, if any, of such shares, in accordance with statutory requirements applicable to ordinary business corporations, and the basis upon which outstanding shares of the association are converted into shares of the converted corporation; (vi) Any provision limiting or denying to shareholders the preemptive right to acquire additional shares of the converted corporation; (vii) The address of the converted corporation's initial registered agent; (viii) The names and addresses of the persons who are to serve as directors of the converted corporation until the first annual meeting of shareholders of the converted corporation or until their successors are elected and qualify; (ix) Any additional provisions, not inconsistent with law, provided for by the plan for conversion for the regulation of the internal affairs of the converted corporation, including any provision restricting the transfer of shares or which under Title 23B RCW is required or permitted to be set forth in bylaws. (d) The articles of conversion shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. (e) Upon delivering the articles of conversion to the secretary of state for filing, the converted corporation shall pay, and the secretary of state shall collect, the same filing and license fees as for filing articles of incorporation of a newly formed business corporation similarly capitalized. (2) Upon filing by the secretary of state of the articles of conversion, the conversion of the cooperative association to an ordinary business corporation shall become effective as provided in RCW 23.95.210 ; the articles of conversion shall thereafter constitute and be treated in like manner as articles of incorporation; and the converted corporation shall be subject to all laws applicable to corporations formed under Title 23B RCW, and shall not thereafter be subject to laws applying only to cooperative associations. The converted corporation shall constitute and be deemed to constitute a continuation of the corporate substance of the cooperative association and the conversion shall in no way derogate from the rights of creditors of the former association.
RCW 23.100.0401 — Washington Code / Title 23 / Chapter 100 / Section 0401
RCW 23.100.0401: Members.
Status: in_force

To begin business, a limited cooperative association must have at least two patron members unless the sole member is a cooperative.
RCW 23B.09.020 — Washington Code / Title 23B / Chapter 09 / Section 020
RCW 23B.09.020: Plan of entity conversion.
Status: in_force

(1) A plan of entity conversion must include: (a) The name of the domestic corporation before conversion; (b) The name and form of the surviving entity after conversion; (c) The terms and conditions of the conversion, including the manner and basis for converting interests in the domestic corporation into any combination of the interests, shares, obligations, or other securities of the surviving entity or any other entity or into cash or other property in whole or part; and (d) The organic documents of the surviving entity as they will be in effect immediately after consummation of the conversion. (2) The terms of a plan of [entity] conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200 (3).
RCW 23B.08.420 — Washington Code / Title 23B / Chapter 08 / Section 420
RCW 23B.08.420: Standards of conduct for officers.
Status: in_force

(1) An officer with discretionary authority shall discharge the officer's duties under that authority: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the officer reasonably believes to be in the best interests of the corporation. (2) In discharging the officer's duties, the officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (b) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section.
RCW 23B.30.070 — Washington Code / Title 23B / Chapter 30 / Section 070
RCW 23B.30.070: Defective corporate action—Filings—Articles of validation.
Status: in_force

(1) If a defective corporate action ratified or validated under this chapter would have required under any other section of this title a document to be filed with the secretary of state, then, whether or not a document was previously filed in respect of that defective corporate action and in lieu of filing the document otherwise required by this title, the corporation shall deliver to the secretary of state for filing articles of validation setting forth: (a) The defective corporate action that was ratified or validated and, if the defective corporate action involved the purported issuance of putative shares, the number and class or series of putative shares purportedly issued; (b) The date of the defective corporate action that was ratified or validated and, if the defective corporate action involved the purported issuance of putative shares, the date or dates on which the putative shares were purportedly issued; (c) The nature of the failure of authorization with respect to the defective corporate action that was ratified or validated; (d) A statement that the defective corporate action was (i) ratified in accordance with RCW 23B.30.030 , including the date on which the board of directors ratified the defective corporate action and the date, if any, on which the shareholders approved the ratification of the defective corporate action, or (ii) validated in accordance with RCW 23B.30.080 , including the date on which the court validated the defective corporate action; and (e) The information required by subsection (2) of this section. (2) The articles of validation must also contain the following information: (a) If the corporation previously filed a document in respect of a defective corporate action that was ratified or validated and no changes to that document are required to give effect to the ratification or validation of the defective corporate action in accordance with RCW 23B.30.040 (5), the corporation shall (i) describe the document, together with any articles of correction thereto, including its filing date, in the articles of validation, and (ii) attach a copy of the document, together with any articles of correction thereto, to the articles of validation; (b) If the corporation previously filed a document in respect of a defective corporate action that was ratified or validated and any change to that document is required to give effect to the ratification or validation of the defective corporate action in accordance with RCW 23B.30.040 (5), the corporation shall (i) describe the previously filed document, together with any articles of correction thereto, including its filing date, (ii) attach a copy of the document containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective corporate action that was ratified or validated to the articles of validation, and (iii) state the date and time that the filing is deemed to have become effective; or (c) If the corporation did not previously file a document in respect of a defective corporate action that was ratified or validated and that defective corporate action would have required a filing under any other section of this title, the corporation shall (i) attach a copy of a document containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective corporate action that was ratified or validated to the articles of validation, and (ii) state the date and time that the filing is deemed to have become effective. (3) Articles of validation that comply with this section supersede any other document in respect of a defective corporate action that was ratified in accordance with RCW 23B.30.030 or validated in accordance with RCW 23B.30.080 .
RCW 23.100.0604 — Washington Code / Title 23 / Chapter 100 / Section 0604
RCW 23.100.0604: Election of directors and composition of board.
Status: in_force

(1) Unless the organic rules require a greater number: (a) At least one-third of the directors must be patron members; and (b) A majority of the board of directors must be elected exclusively by patron members. (2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members are elected by the investor members. (3) Subject to subsection (1) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members. (4) Subject to subsection (1) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates. (5) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors. (6) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited. (7) Except as otherwise provided by the organic rules, subsection (5) of this section, or RCW 23.100.0202 , 23.100.0416 , 23.100.0417 , and 23.100.0609 , member directors must be elected at an annual members meeting.
RCW 23B.09.030 — Washington Code / Title 23B / Chapter 09 / Section 030
RCW 23B.09.030: Approval of a plan of entity conversion.
Status: in_force

In the case of an entity conversion of a domestic corporation to an other entity, the plan of conversion must be approved in the following manner: (1) The plan of entity conversion must first be approved by the board of directors of the converting entity. (2) The plan of entity conversion must then be approved by the shareholders of the converting entity. In submitting the plan of entity conversion to the shareholders for approval, the board of directors must recommend that the shareholders approve the plan of entity conversion, unless (a) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation; or (b) RCW 23B.08.245 applies. If either (a) or (b) of this subsection applies, the board of directors must inform the shareholders of the basis for its so proceeding. (3) The board of directors may set conditions for the approval of the plan of entity conversion or the effectiveness of the plan of entity conversion. (4) If the approval of the shareholders is to be given at a meeting, the converting entity must notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that consideration of the plan of entity conversion is a purpose of the meeting and must contain or be accompanied by a copy or summary of the plan of entity conversion. The notice must include or be accompanied by a copy of the organic rules of the surviving entity as they will be in effect immediately after the conversion. (5) Unless the articles of incorporation, or the board of directors acting in accordance with subsection (3) of this section, requires a greater vote, shareholder approval of the plan of entity conversion requires (a) the affirmative vote of shareholders that would be required to approve a plan of merger under RCW 23B.11A.040 , and (b) the approval of each other voting group that would be entitled under the circumstances described in RCW 23B.11A.041 or the articles of incorporation to vote separately on a plan of merger. (6) If as a result of the conversion one or more shareholders of the converting entity would become subject to owner liability, approval of the plan of entity conversion must also require each such shareholder to execute a separate written consent to become subject to such owner liability.
RCW 23.100.0602 — Washington Code / Title 23 / Chapter 100 / Section 0602
RCW 23.100.0602: No liability as director for limited cooperative association's obligations.
Status: in_force

A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or other liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.
RCW 23B.04.035 — Washington Code / Title 23B / Chapter 04 / Section 035
RCW 23B.04.035: Certificate of authority as insurance company—Filing of records.
Status: in_force

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 records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.(1) No person may engage in any activity subject to this chapter without first obtaining and maintaining a license in accordance with this chapter. (2) If a transaction violates subsection (1) of this section, any: (a) Nonthird-party fees charged in connection with the origination of the residential mortgage loan must be refunded to the borrower, excluding interest charges; and (b) Loan that is not a residential mortgage loan is null, void, uncollectable, and unenforceable. (3) The director's obligations or duties under chapter 62, Laws of 2018 are subject to section 21, chapter 62, Laws of 2018.
RCW 23.95.315 — Washington Code / Title 23 / Chapter 95 / Section 315
RCW 23.95.315: Registration of name.
Status: in_force

(1) A foreign entity not registered to do business in this state under Article 5 of this chapter may register its name, or an alternate name adopted pursuant to RCW 23.95.525 , if the name is distinguishable on the records of the secretary of state from the names that are not available under RCW 23.95.300 . (2) To register its name or an alternate name adopted pursuant to RCW 23.95.525 , a foreign entity must deliver to the secretary of state for filing an application stating the entity's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to RCW 23.95.525 . The application must be accompanied by a certificate of existence, or a document of similar import, from the entity's jurisdiction of formation. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant's exclusive use. (3) The registration of a name under this section is effective upon the effective date of the application and until the close of the calendar year in which the application for registration is filed. (4) A foreign entity whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for the following calendar year. (5) A foreign entity whose name registration is effective may register as a foreign entity under the registered name or consent in an executed record to the use of that name by another entity.
RCW 23.100.0102 — Washington Code / Title 23 / Chapter 100 / Section 0102
RCW 23.100.0102: Definitions.
Status: in_force

(1) In this chapter, except for RCW 23.100.1301 through 23.100.1320 : (a) "Articles of organization" means the articles of organization of a limited cooperative association required by RCW 23.100.0201 . The term includes the articles as amended or restated. (b) "Board of directors" means the board of directors of a limited cooperative association. (c) "Bylaws" means the bylaws of a limited cooperative association. The term includes the bylaws as amended or restated. (d) "Consumer cooperative" means a cooperative engaged in the retail sale, to its members and other consumers, of goods or services of a type that are generally for personal, living, or family use. (e) "Contribution," except as used in RCW 23.100.0807 (3), means a benefit that a person provides to a limited cooperative association to become or remain a member or in the person's capacity as a member. (f) "Cooperative" means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction. (g) "Director" means a director of a limited cooperative association. (h) "Distribution," except as used in RCW 23.100.0806 (1), means a transfer of money or other property from a limited cooperative association to a member because of the member's financial rights or to a transferee of a member's financial rights. (i) "Financial rights" means the right to participate in allocations and distributions as provided in RCW 23.100.0801 through 23.100.0809 and 23.100.1001 through 23.100.1013 but does not include rights or obligations under a marketing contract. (j) "Governance rights" means the right to participate in governance of a limited cooperative association. (k) "Investor member" means a member that has made a contribution to a limited cooperative association and: (i) Is not required by the organic rules to conduct patronage with the association in the member's capacity as an investor member in order to receive the member's interest; or (ii) Is not permitted by the organic rules to conduct patronage with the association in the member's capacity as an investor member in order to receive the member's interest. (l) "Limited cooperative association" means an association formed under this chapter or that becomes subject to this chapter under RCW 23.100.1301 through 23.100.1320 . (m) "Member" means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. The term does not include a person that has dissociated as a member. (n) "Member's interest" means the interest of a patron member or investor member under RCW 23.100.0501 . (o) "Members meeting" means an annual members meeting or special meeting of members. (p) "Organic rules" means the articles of organization and bylaws of a limited cooperative association. (q) "Organizer" means an individual who executes the initial articles of organization. (r) "Patron member" means a member that has made a contribution to a limited cooperative association and: (i) Is required by the organic rules to conduct patronage with the association in the member's capacity as a patron member in order to receive the member's interest; or (ii) Is permitted by the organic rules to conduct patronage with the association in the member's capacity as a patron member in order to receive the member's interest. (s) "Patronage" means business transactions between a limited cooperative association and a person which entitles the person to receive financial rights based on the value or quantity of business done between the association and the person. (t) "Required information" means the information a limited cooperative association is required to maintain under RCW 23.100.0110 . (u) "Voting group" means any combination of one or more voting members in one or more districts or classes that under the organic rules or chapter 23.95 RCW or this chapter are entitled to vote and can be counted together collectively on a matter at a members meeting. (v) "Voting member" means a member that, under the organic law or organic rules, has a right to vote on matters subject to vote by members under the organic law or organic rules. (w) "Voting power" means the total current power of members to vote on a particular matter for which a vote may or is to be taken. (2) The following definitions from RCW 23.95.105 apply to this chapter: "Entity," "execute," "executes," and "executed," "foreign," "jurisdiction," "jurisdiction of formation," "organic law," "organic rules," "person," "principal office," "property," "receipt," "record," "registered agent," "state," and "transfer."
RCW 23.100.0805 — Washington Code / Title 23 / Chapter 100 / Section 0805
RCW 23.100.0805: Redemption or repurchase.
Status: in_force

Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of RCW 23.100.0806 .
RCW 23.86.200 — Washington Code / Title 23 / Chapter 86 / Section 200
RCW 23.86.200: Definitions.
Status: in_force

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.
RCW 23B.11A.070 — Washington Code / Title 23B / Chapter 11A / Section 070
RCW 23B.11A.070: Effect of merger or share exchange.
Status: in_force

(1) When a merger becomes effective: (a) The domestic corporation or other entity that is designated in the plan of merger as the surviving entity continues; (b) The separate existence of every domestic corporation or other entity that is merged into the surviving entity ceases; (c) All property owned by, and every contract right possessed by, each domestic corporation or other entity that is merged into the surviving entity are the property and contract rights of the surviving entity without transfer, reversion, or impairment; (d) All debts, obligations, and other liabilities of each domestic corporation or other entity that is merged into the surviving entity are debts, obligations, or liabilities of the surviving entity; (e) The name of the surviving entity may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger; (f) If the surviving entity is a domestic entity, the articles of incorporation and bylaws or the organic rules of the surviving entity are amended, or amended and restated, to the extent provided in the plan of merger; (g) The shares of or interests in each entity that is a party to the merger that are to be converted in accordance with the terms of the merger into shares or other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, other property, or any combination of the foregoing, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them by those terms or to any rights they may have under chapter 23B.13 RCW or the organic law governing the other entity; (h) Except as provided by law or the plan of merger, all the rights, privileges, franchises, and immunities of each entity that is merged into the surviving entity, are the rights, privileges, franchises, and immunities of the surviving entity; (i) All the property and contract rights of the surviving entity remain its property and contract rights without transfer, reversion, or impairment; (j) The surviving entity remains subject to all its debts, obligations, and other liabilities; and (k) Except as provided by law or the plan of merger, the surviving entity continues to hold all of its rights, privileges, franchises, and immunities. (2) When a share exchange becomes effective, the shares in the acquired entity that are to be exchanged for shares or other securities, obligations, rights to acquire shares, other securities, cash, other property, or any combination of the foregoing, are exchanged, and the former holders of such shares are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under chapter 23B.13 RCW. (3) Except as provided otherwise in the articles of incorporation of a domestic corporation or the organic law governing or organic rules of an other entity, the effect of a merger or share exchange on owner liability is as follows: (a) A person who becomes subject to new owner liability in respect of an entity as a result of a merger or share exchange will have that new owner liability only in respect of owner liabilities that arise after the merger or share exchange becomes effective; (b) If a person had owner liability with respect to a party to the merger or the acquired entity before the merger or share exchange becomes effective with respect to shares or interests of such party or acquired entity which were exchanged in the merger or share exchange, which were canceled in the merger, or the terms and conditions of which relating to owner liability were amended under the terms of the merger: (i) The merger or share exchange does not discharge that prior owner liability with respect to any owner liabilities that arose before the merger or share exchange becomes effective; (ii) The provisions of the organic law governing any entity for which the person had that prior owner liability will continue to apply to the collection or discharge of any owner liabilities preserved by (b)(i) of this subsection (3), as if the merger or share exchange had not occurred; (iii) The person will have such rights of contribution from other persons as are provided by the organic law governing the entity for which the person had that prior owner liability with respect to any owner liabilities preserved by (b)(i) of this subsection (3), as if the merger or share exchange had not occurred; and (iv) The person will not, by reason of such prior owner liability, have owner liability with respect to any owner liabilities that arise after the merger or share exchange becomes effective; (c) If a person has owner liability both before and after a merger becomes effective with unchanged terms and conditions with respect to the entity that is the surviving entity by reason of owning the same shares or interests before and after the merger becomes effective, the merger has no effect on such owner liability; and (d) A share exchange has no effect on owner liability related to shares of the acquired entity that were not exchanged in the share exchange. (4) Upon a merger becoming effective, a foreign other entity that is the surviving entity of the merger is deemed to: (a) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who are entitled to and exercise dissenters' rights under chapter 23B.13 RCW; and (b) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under chapter 23B.13 RCW. (5) Except as provided in the organic law governing a party to a merger or in its articles of incorporation or organic rules, the merger does not give rise to any rights that a shareholder, interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of that party. The merger does not require a party to the merger to wind up its affairs and does not constitute or cause its dissolution or termination.
RCW 23.100.0108 — Washington Code / Title 23 / Chapter 100 / Section 0108
RCW 23.100.0108: Relation to restraint of trade and antitrust laws.
Status: in_force

To the extent a limited cooperative association or activities conducted by the association in this state meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of RCW 19.86.030 through 19.86.050 , the association and its activities are entitled to the exemption or immunity. This section does not create any new exemption or immunity for an association or affect any exemption or immunity provided to a cooperative organized under any law other than this chapter.
RCW 23B.01.010 — Washington Code / Title 23B / Chapter 01 / Section 010
RCW 23B.01.010: Short title.
Status: in_force

This title shall be known and may be cited as the "Washington business corporation act."
RCW 23B.11A.060 — Washington Code / Title 23B / Chapter 11A / Section 060
RCW 23B.11A.060: Articles of merger or share exchange.
Status: in_force

(1)(a) After a plan of merger has been approved (i) as required by this title, and (ii) in the case of each other entity, if any, that is party to the merger, as required by the organic law or organic rules governing such other entity or by RCW 23B.11A.020 (3), as applicable, then articles of merger must be executed by each party to the merger except as provided in RCW 23B.11A.050 (1). (b) The articles of merger must state: (i) The name, jurisdiction of organization, and type of entity of each party to the merger; (ii) The name, jurisdiction of organization, and type of entity of the surviving entity; (iii) If the surviving entity of the merger is a domestic corporation and its articles of incorporation are amended or amended and restated, the amendments to or the amendment and restatement of the surviving entity's articles of incorporation; (iv) If the surviving entity of the merger is a domestic other entity and its public organic record is amended or amended and restated, the amendments or the amendment and restatement of the surviving entity's public organic record; (v) If the plan of merger required approval by the shareholders of a domestic corporation that is a party to the merger, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this title and the articles of incorporation; (vi) If the plan of merger did not require approval by the shareholders of a domestic corporation that is a party to the merger, a statement to that effect; and (vii) As to each other entity that is a party to the merger, a statement that the merger was approved in accordance with its organic law or RCW 23B.11A.020 (3). (2) After a plan of share exchange has been approved as required by this title, then articles of share exchange must be executed by the acquired entity and the acquiring entity. The articles of share exchange must state: (a) The name of the acquired entity; (b) The name of the acquiring entity; and (c) A statement that the plan of share exchange was duly approved by the acquired entity by: (i) The required vote or consent of each class or series of shares included in the exchange; and (ii) The required vote or consent of each other class or series of shares entitled to vote on approval of the exchange by the articles of incorporation of the acquired entity. (3) In addition to the requirements of subsection (1) or (2) of this section, articles of merger or share exchange may contain any other provision not prohibited by law. (4) The articles of merger or share exchange must be delivered to the secretary of state for filing and, subject to subsection (5) of this section, the merger or share exchange will become effective at the effective date and time of the articles of merger or share exchange as determined in accordance with RCW 23B.01.230 . (5) With respect to a merger in which one or more other entities is a party, the merger will become effective at the later of: (a) The date and time when all documents required to be filed in foreign jurisdictions to effect the merger have become effective; and (b) The effective date and time of the articles of merger as determined in accordance with RCW 23B.01.230 . (6) Articles of merger filed under this section may be combined with any filing required under the organic law governing any other entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
RCW 23.95.430 — Washington Code / Title 23 / Chapter 95 / Section 430
RCW 23.95.430: Change of registered agent by entity.
Status: in_force

(1) A represented entity may change its registered agent or other information on file under RCW 23.95.415 (1) by delivering to the secretary of state for filing a statement of change executed by the entity which states: (a) The name of the entity; and (b) The information required under RCW 23.95.415 (1). (2) The interest holders or governors of a domestic entity need not approve the filing of: (a) A statement of change under this section; or (b) A similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction. (3) A statement of change under this section designating a new registered agent must be accompanied by the new registered agent's consent in a record, either on the statement or attached to it in a manner and form as the secretary of state may prescribe, to the appointment.
RCW 23B.10.050 — Washington Code / Title 23B / Chapter 10 / Section 050
RCW 23B.10.050: Amendment of articles of incorporation before issuance of shares.
Status: in_force

If a corporation has not yet issued shares, its board of directors, or incorporators if initial directors were not named in the articles of incorporation and have not been elected, may adopt one or more amendments to the corporation's articles of incorporation.
RCW 23.100.0301 — Washington Code / Title 23 / Chapter 100 / Section 0301
RCW 23.100.0301: Authority to amend organic rules.
Status: in_force

(1) A limited cooperative association may amend its organic rules under this chapter for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under RCW 23.100.0203 . (2) Unless the organic rules otherwise provide, a member does not have a vested property right resulting from any provision in the organic rules, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the limited cooperative association.
RCW 23.95.455 — Washington Code / Title 23 / Chapter 95 / Section 455
RCW 23.95.455: Duties of registered agent.
Status: in_force

The only duties under this chapter of a registered agent that has complied with this chapter are: (1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is served on or received by the agent; (2) To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity; (3) If the agent is a noncommercial registered agent, to keep current the information required by RCW 23.95.415 (1) in the most recent registered agent filing for the entity; and (4) If the agent is a commercial registered agent, to keep current the information listed for it under RCW 23.95.420 (1).
RCW 23B.08.320 — Washington Code / Title 23B / Chapter 08 / Section 320
RCW 23B.08.320: Limitation on liability of directors.
Status: in_force

The articles of incorporation may contain provisions not inconsistent with law that eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director, provided that such provisions shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating RCW 23B.08.310 , or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.
RCW 23.90.010 — Washington Code / Title 23 / Chapter 90 / Section 010
RCW 23.90.010: Short title.
Status: in_force

This chapter may be known and cited as the "Massachusetts Trust Act of 1959".
RCW 23.90.060 — Washington Code / Title 23 / Chapter 90 / Section 060
RCW 23.90.060: Indemnification of agents of any corporation authorized.
Status: in_force

See RCW 23B.17.030 .
RCW 23B.18.010 — Washington Code / Title 23B / Chapter 18 / Section 010
RCW 23B.18.010: Ownership and enforcement of notes secured by real estate mortgages.
Status: in_force

Any corporation, bank, trust company, mutual savings bank, savings and loan association, national banking association, or other corporation or association organized and existing under the laws of the United States or under the laws of any state or territory of the United States other than the state of Washington, including, without restriction of the generality of the foregoing description, employee pension fund organizations, charitable foundations, trust funds, or other funds, foundations or trusts engaged in the investment of moneys, and trustees of such organizations, foundations, funds or trusts, and which are not admitted to conduct business in the state of Washington under the provisions of this title, and which are not otherwise specifically authorized to transact business in this state, herein collectively referred to as "nonadmitted organizations," may purchase, acquire, hold, sell, assign, transfer, and enforce notes secured by real estate mortgages covering real property situated in this state and the security interests thereby provided, and may make commitments to purchase or acquire such notes so secured.
RCW 23.86.100 — Washington Code / Title 23 / Chapter 86 / Section 100
RCW 23.86.100: Bylaws.
Status: in_force

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.
RCW 23B.900.010 — Washington Code / Title 23B / Chapter 900 / Section 010
RCW 23B.900.010: Savings provisions—1989 c 165.
Status: repealed

(1) Except as provided in subsection (2) of this section, the repeal of a statute by this title does not affect: (a) The operation of the statute or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (c) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or (d) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (2) If a penalty or punishment imposed for violation of a statute repealed by this title is reduced by this title, the penalty or punishment if not already imposed shall be imposed in accordance with this title.
RCW 23.100.0607 — Washington Code / Title 23 / Chapter 100 / Section 0607
RCW 23.100.0607: Removal of director.
Status: in_force

Unless the organic rules otherwise provide, the following rules apply: (1) Members may remove a director with or without cause. (2) A member or members holding at least ten percent of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more executed petitions submitted to the officer of the limited cooperative association charged with keeping its records. (3) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall: (a) Not later than thirty days following receipt of the petition by the association, mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting which complies with RCW 23.100.0408 ; and (b) Call a special meeting of members to be held at least ten and not more than one hundred twenty days after providing the notice required by (a) of this subsection. (4) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
RCW 23.86.370 — Washington Code / Title 23 / Chapter 86 / Section 370
RCW 23.86.370: Application of Article 5 of chapter 23.95 RCW.
Status: in_force

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.
RCW 23B.07.035 — Washington Code / Title 23B / Chapter 07 / Section 035
RCW 23B.07.035: Inspectors to act at meetings—Appointment—Duties—Certain corporations.
Status: in_force

(1) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector's ability. (2) The inspectors shall: (a) Ascertain the number of shares outstanding and the voting power of each; (b) Determine the shares represented at a meeting; (c) Determine the validity of proxy appointments and ballots; (d) Count the votes and ballots; and (e) Make a written report of the results. (3) An inspector may be an officer or employee of the corporation. (4) If no challenge of a determination by the inspectors is timely made, such determination is conclusive. Challenge of any determination by the inspectors may be made in a court of competent jurisdiction.The secretary of state shall have the authority to enter into a memorandum of agreement or contract with any agency of state government or private entity to provide for the performance of any of the secretary of state's services or duties under the various corporation statutes of this state.
RCW 23.100.1502 — Washington Code / Title 23 / Chapter 100 / Section 1502
RCW 23.100.1502: Relation to electronic signatures in global and national commerce act.
Status: in_force

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 delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. Section [Sec.] 7003(b).
RCW 23.100.0105 — Washington Code / Title 23 / Chapter 100 / Section 0105
RCW 23.100.0105: Powers.
Status: in_force

Unless its articles of organization provide otherwise, a limited cooperative association has the capacity to sue and be sued in its own name and has the power to do all things necessary or convenient to carry on its activities and affairs. An association may maintain an action against a member for harm caused to the association by the member's violation of a duty to the association or of the organic law or organic rules.
RCW 23B.11A.040 — Washington Code / Title 23B / Chapter 11A / Section 040
RCW 23B.11A.040: Approval of plan of merger or share exchange.
Status: in_force

In the case of a domestic corporation that is a party to a merger or the acquired entity in a share exchange, the plan of merger or share exchange must be approved in the following manner: (1) The plan of merger or share exchange must first be approved by the board of directors. (2) Except as provided in subsection (6) of this section, and in RCW 23B.11A.045 , 23B.11A.050 , and 23B.11A.090 , the plan of merger or share exchange must then be approved by the shareholders. In submitting the plan of merger or share exchange to the shareholders for approval, the board of directors must recommend that the shareholders approve the plan or, in the case of an offer referred to in RCW 23B.11A.045 (1)(b), that the shareholders tender their shares to the offeror in response to the offer, unless (a) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (b) RCW 23B.08.245 applies. If either (a) or (b) of this subsection applies, the board of directors must inform the shareholders of the basis for so proceeding. (3) The board of directors may set conditions for the approval of the plan of merger or share exchange by the shareholders or the effectiveness of the plan. (4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy of the plan or a summary of the material terms and conditions of the proposed merger or share exchange and the consideration to be received by shareholders. If the corporation is to be merged into a domestic corporation or other entity, the notice must also include or be accompanied by a copy or summary of the articles of incorporation and bylaws of that domestic corporation or the organic rules of that other entity. (5)(a) With respect to a domestic corporation formed before August 1, 2024: (i) Unless the articles of incorporation, or the board of directors acting in accordance with subsection (3) of this section, require a different vote, shareholder approval of the plan of merger or share exchange requires (A) the approval of two-thirds of the voting group comprising all the votes entitled to be cast on the plan, and (B) the approval of two-thirds of the votes entitled to be cast on the plan by each other voting group entitled under RCW 23B.11A.041 or the articles of incorporation to vote separately on the plan; and (ii) The articles of incorporation may require a different vote than that provided in this subsection, or a different vote by separate voting groups, so long as the required vote is not less than a majority of all the votes entitled to be cast on the plan and of each other voting group entitled to vote separately on the plan. (b) With respect to a domestic corporation formed on or after August 1, 2024, unless the articles of incorporation, or the board of directors acting in accordance with subsection (3) of this section, require a greater vote, shareholder approval of the plan of merger or share exchange requires (i) the approval of a majority of the voting group comprising all the votes entitled to be cast on the plan, and (ii) the approval of a majority of the votes entitled to be cast on the plan by each other voting group entitled under RCW 23B.11A.041 or the articles of incorporation to vote separately on the plan. (6) Unless the articles of incorporation provide otherwise, approval of a plan of merger by the shareholders of a domestic corporation that is a party to the merger is not required if: (a) Such corporation will survive the merger; (b) Except for amendments permitted by RCW 23B.10.020 , its articles of incorporation will not be changed; and (c) Each shareholder of such corporation whose shares were outstanding immediately before the merger becomes effective will hold the same number of shares, with identical preferences, rights, and limitations, immediately after the merger becomes effective. (7) If as a result of a merger or share exchange one or more shareholders of a domestic corporation would become subject to new owner liability, approval of the plan of merger or share exchange requires the express written consent of each such shareholder to become subject to that new owner liability in connection with the merger or share exchange, unless in the case of a shareholder that already has owner liability with respect to that domestic corporation, (a) the new owner liability is with respect to a domestic corporation (which may be a different or the same domestic corporation in which the person is a shareholder) or other entity, and (b) the terms and conditions of the new owner liability are substantially identical to those of the existing owner liability (other than for changes that eliminate or reduce that owner liability).
RCW 23B.08.730 — Washington Code / Title 23B / Chapter 08 / Section 730
RCW 23B.08.730: Shareholders' action.
Status: in_force

(1) Shareholders' action respecting a transaction is effective for purposes of RCW 23B.08.710 (2)(b) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after (a) notice to shareholders describing the director's conflicting interest transaction, (b) provision of the information referred to in subsection (4) of this section, and (c) required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them. (2) For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both. (3) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to the provisions of subsections (4) and (5) of this section, shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares. (4) For purposes of compliance with subsection (1) of this section, a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary, or other officer or agent of the corporation authorized to tabulate votes, of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned, or the voting of which is controlled, by the director, or by a related person of the director, or both. (5) If a shareholders' vote does not comply with subsection (1) of this section solely because of a failure of a director to comply with subsection (4) of this section, and if the director establishes that the director's failure did not determine and was not intended by the director to influence the outcome of the vote, the court may, with or without further proceedings respecting RCW 23B.08.710 (2)(c), take such action respecting the transaction and the director, and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances.
RCW 23.95.410 — Washington Code / Title 23 / Chapter 95 / Section 410
RCW 23.95.410: Addresses in filing.
Status: in_force

If a provision of this chapter other than RCW 23.95.445 (1)(d) requires that a record state an address, the record must state: (1) A street address in this state; and (2) A mailing address in this state, if different from the address described in subsection (1) of this section.
RCW 23.100.1301 — Washington Code / Title 23 / Chapter 100 / Section 1301
RCW 23.100.1301: Definitions.
Status: in_force

(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 merger subject to this subchapter; (ii) Adopt and approve the terms and conditions of the conversion or merger; and (iii) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders. (b) "Conversion" means a transaction authorized by RCW 23.100.1302 through 23.100.1307 . (c) "Converted entity" means the converting entity as it continues in existence after a conversion. (d) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to RCW 23.100.1303 . (e) "Interest holder liability" means: (i) Personal liability for a liability of an entity which is imposed on a person: (A) Solely by reason of the status of the person as an interest holder; or (B) By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (ii) An obligation of an interest holder under the organic rules of an entity to contribute to the entity. (f) "Merger" means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a record filed by the secretary of state. (g) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective. (h) "Plan" means a plan of merger or plan of conversion. (i) "Plan of conversion" means a plan under RCW 23.100.1303 . (j) "Plan of merger" means a plan under section RCW 23.100.1309 . (k) "Protected agreement" means: (i) A record evidencing indebtedness and any related agreement in effect on July 28, 2019; (ii) An agreement that is binding on an entity on July 28, 2019; (iii) The organic rules of an entity in effect on July 28, 2019; or (iv) An agreement that is binding on any of the governors or interest holders of an entity on July 28, 2019. (l)(i) "Qualifying entity" means, except as provided in (l)(ii) of this subsection, a domestic entity: (A) Organized under chapter 23.86 RCW; or (B) Organized under chapter 24.06 RCW and taking the election provided in RCW 24.06.032 (1). (ii) "Qualifying entity" does not include an entity that is organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy. (m) "Statement of conversion" means a statement under RCW 23.100.1306 . (n) "Statement of merger" means a statement under RCW 23.100.1312 . (o) "This subchapter" means this section and RCW 23.100.1302 through 23.100.1320 . (2) The following definitions from RCW 23.95.105 apply to this subchapter: "Domestic," "entity," "execute," "executes," and "executed," "foreign," "governor," "interest," "interest holder," "jurisdiction," "jurisdiction of formation," "organic law," "organic rules," "person," "private organic rules," "property," "public organic record," "receipt," "record," "state," "transfer," and "type of entity."
RCW 23.100.0615 — Washington Code / Title 23 / Chapter 100 / Section 0615
RCW 23.100.0615: Quorum.
Status: in_force

(1) Unless the articles of organization provide for a different number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. The articles of organization may not provide for a quorum that is less than one-third of the total number of directors specified by the organic rules. (2) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum. (3) A director present at a meeting but objecting to notice under RCW 23.100.0614 (2) does not count toward a quorum.
RCW 23B.10.012 — Washington Code / Title 23B / Chapter 10 / Section 012
RCW 23B.10.012: Certificate of authority as insurance company—Filing of records.
Status: in_force

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 records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.
RCW 23.100.1316 — Washington Code / Title 23 / Chapter 100 / Section 1316
RCW 23.100.1316: Status of filings.
Status: in_force

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 record of the cooperative association.
RCW 23B.02.050 — Washington Code / Title 23B / Chapter 02 / Section 050
RCW 23B.02.050: Organization of corporation.
Status: in_force

(1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) To elect directors and complete the organization of the corporation; or (ii) To elect a board of directors who shall complete the organization of the corporation. (2) Corporate action required or permitted by this title to be approved by incorporators at an organizational meeting may be approved without a meeting if the approval is evidenced by one or more written consents describing the corporate action so approved and executed by each incorporator. (3) An organizational meeting may be held in or out of this state. (4) A corporation must deliver an initial report to the secretary of state in accordance with RCW 23.95.255 .
RCW 23.100.1318 — Washington Code / Title 23 / Chapter 100 / Section 1318
RCW 23.100.1318: Reference to external facts.
Status: in_force

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 action is within the control of a party to the conversion or merger.
RCW 23.100.1204 — Washington Code / Title 23 / Chapter 100 / Section 1204
RCW 23.100.1204: Member action on disposition of assets.
Status: in_force

(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 investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members. (2) The organic rules may require that the percentage of votes under subsection (1)(a) of this section is: (a) A different percentage that is not less than a majority of members voting at the meeting; (b) Measured against the voting power of all members; or (c) A combination of (a) and (b) of this subsection. (3) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a limited cooperative association may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition: (a) As provided in the contract or the resolution; and (b) Except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition, except that approval of the members is not required to approve abandonment of the disposition. (4) The voting requirements for districts, classes, or voting groups under RCW 23.100.0304 apply to approval of a disposition of assets under this section and RCW 23.100.1201 through 23.100.1203 .
RCW 23B.06.200 — Washington Code / Title 23B / Chapter 06 / Section 200
RCW 23B.06.200: Subscription for shares before incorporation.
Status: in_force

(1) A written subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (2) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. (3) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. (4) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation delivers a written demand for payment to the subscriber. (5) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to RCW 23B.06.210 .
RCW 23B.09.005 — Washington Code / Title 23B / Chapter 09 / Section 005
RCW 23B.09.005: Definitions.
Status: in_force

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise. (1) "Converting entity" means the domestic corporation that adopts a plan of entity conversion or the other entity converting to a domestic corporation. (2) "Domestic other entity" means an other entity organized under the laws of this state. (3) "Foreign other entity" means an other entity organized under a law other than the laws of this state. (4) "Interest holder" means a person who holds of record: (a) A right to receive distributions from an other entity either in the ordinary course of business or upon liquidation, other than as an assignee; or (b) A right to vote on issues involving an other entity's internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs. (5) "Interests" means the interests in an other entity held by its interest holders. (6) "Organic document" means a public organic document or a private organic document. (7) "Organic law" means the statute governing the internal affairs of a domestic corporation or other entity. (8) "Other entity" means any association or entity other than a domestic corporation, a domestic or foreign nonprofit corporation, a domestic or foreign mutual corporation or miscellaneous corporation, or a governmental or quasi-governmental organization. The term includes, but is not limited to, foreign corporations, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies, business trusts, and profit unincorporated associations. (9) "Owner liability" means personal liability for a debt, obligation, or liability of an entity that is imposed on a person: (a) Solely by reason of the person's status as a shareholder or interest holder; or (b) By the articles of incorporation, bylaws, or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws, or an organic document to make one or more specified shareholders, members, or interest holders liable in their capacity as shareholders, members, or interest holders for all or specified debts, obligations, or liabilities of the entity. (10) "Private organic document" means any document, other than the public organic document, if any, that determines the internal governance of an other entity. (11) "Public organic document" means the document, if any, that is filed of public record to create an other entity, including amendments and restatements thereof. (12) "Surviving entity" means the domestic corporation or other entity that is in existence immediately after consummation of an entity conversion pursuant to this chapter.
RCW 23.95.460 — Washington Code / Title 23 / Chapter 95 / Section 460
RCW 23.95.460: Jurisdiction and venue.
Status: in_force

The designation or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or a proceeding involving the entity.
RCW 23.90.040 — Washington Code / Title 23 / Chapter 90 / Section 040
RCW 23.90.040: Filing trust instrument, effect—Powers and duties of trust.
Status: in_force

(1) Any Massachusetts trust desiring to do business in this state shall file with the secretary of state, in accordance with Article 2 of chapter 23.95 RCW, a verified copy of the trust instrument creating such a trust and any amendment thereto, the assumed business name, if any, and the names and addresses of its trustees. (2) Any person dealing with such Massachusetts trust shall be bound by the terms and conditions of the trust instrument and any amendments thereto so filed. (3) Any Massachusetts trust created under this chapter or entering this state pursuant thereto shall pay such taxes and fees as are imposed by the laws, ordinances, and resolutions of the state of Washington and any counties and municipalities thereof on domestic and foreign corporations, respectively, on an identical basis therewith. In computing such taxes and fees, the shares of beneficial interest of such a trust shall have the character for tax purposes of shares of stock in private corporations. (4) Any Massachusetts trust shall be subject to such applicable provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, right to sue and be sued, limitation of individual liability of shareholders, rights to acquire, mortgage, sell, lease, operate and otherwise to deal in real and personal property, and other applicable rights and duties existing under the common law and statutes of this state in a manner similar to those applicable to domestic and foreign corporations. (5) The secretary of state, director of licensing, and the department of revenue of the state of Washington are each authorized and directed to prescribe binding rules and regulations applicable to said Massachusetts trusts consistent with this chapter.
RCW 23.100.0622 — Washington Code / Title 23 / Chapter 100 / Section 0622
RCW 23.100.0622: Appointment and authority of officer.
Status: in_force

(1) A limited cooperative association has the officers: (a) Provided in the organic rules; or (b) Established by the board of directors in a manner not inconsistent with the organic rules. (2) The organic rules may designate or, if the organic rules do not designate, the board of directors shall designate, one of the association's officers for preparing all records required by RCW 23.100.0110 and for the authentication of records. (3) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the limited cooperative association. (4) Officers of a limited cooperative association shall perform the duties the organic rules prescribe or as authorized by the board of directors in a manner consistent with the organic rules. (5) The election or appointment of an officer of a limited cooperative association does not of itself create a contract between the association and the officer. (6) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.
RCW 23.100.0503 — Washington Code / Title 23 / Chapter 100 / Section 0503
RCW 23.100.0503: Transferability of member's interest.
Status: in_force

(1) The provisions of this chapter relating to the transferability of a member's interest are subject to Title 62A RCW. (2) Unless the organic rules otherwise provide, a member's interest other than financial rights is not transferable. (3) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer its financial rights in the limited cooperative association. (4) The terms of any restriction on transferability of financial rights must be: (a) Set forth in the organic rules and the member records of the association; and (b) Conspicuously noted on any certificates evidencing a member's interest. (5) A transferee of a member's financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member. (6) A transferee of a member's financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association. (7) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer. (8) A transfer of a member's financial rights in violation of a restriction on transfer contained in the organic rules is ineffective if the intended transferee has notice of the restriction at the time of transfer.