reglab/housing_qa huggingface dataset:
WA Rev Code § 23.100.1003 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1003 - Judicial dissolution.

RCW 23.100.1003 Judicial dissolution.A superior court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable:(1) In a proceeding initiated by the attorney general, if:(a) The association obtained its articles of organization through fraud; or(b) The association has continued to exceed or abuse the authority conferred upon it by law; or(2) In a proceeding initiated by a member, if:(a) The directors are deadlocked in the management of the association's affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;(b) The directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;(c) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members meetings were held or were to be held; or(d) The assets of the association are being misapplied or wasted.[ 2019 c 37 § 1003.]
WA Rev Code § 23.100.1004 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1004 - Voluntary dissolution before commencement of activity.

RCW 23.100.1004 Voluntary dissolution before commencement of activity.A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.[ 2019 c 37 § 1004.]
WA Rev Code § 23.100.1005 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1005 - Voluntary dissolution by the board and members.

RCW 23.100.1005 Voluntary dissolution by the board and members.(1) Except as otherwise provided in RCW 23.100.1004, for a limited cooperative association to voluntarily dissolve:(a) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;(b) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety days after adoption of the resolution; and(c) Subject to RCW 23.100.0419, the board of directors must mail or otherwise transmit or deliver to each member in a record that complies with RCW 23.100.0408:(i) The resolution required by (a) of this subsection;(ii) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and(iii) Notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.(2) Subject to subsection (3) of this section, a resolution to dissolve must be approved by:(a) At least two-thirds of the voting power of members present at a members meeting called under subsection (1)(b) of this section; 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.(3) The organic rules may require that the percentage of votes under subsection (2)(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.[ 2019 c 37 § 1005.]
WA Rev Code § 23.100.1006 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1006 - Winding up.

RCW 23.100.1006 Winding up.(1) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in RCW 23.100.1007, the association continues after dissolution only for the purpose of winding up.(2) In winding up its activities and affairs, the board of directors:(a) Shall discharge the association's debts, obligations, or other liabilities, settle and close the association's activities, and marshal and distribute the assets of the association; and(b) May:(i) Deliver to the secretary of state for filing a statement of dissolution stating the name of the association and that the association is dissolved;(ii) Preserve the association's activities, affairs, and property as a going concern for a reasonable time;(iii) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;(iv) Transfer the association's property;(v) Settle disputes by mediation or arbitration;(vi) Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company is terminated; and(vii) Perform other acts necessary or appropriate to the winding up.(3) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, a superior court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association's activities, if:(a) After a reasonable time, the association has not wound up its activities; or(b) The applicant establishes other good cause.(4) If a person is appointed pursuant to subsection (3) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the secretary of state for filing an amendment to the articles of organization to reflect the appointment.[ 2019 c 37 § 1006.]
WA Rev Code § 23.100.1007 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1007 - Rescinding dissolution.

RCW 23.100.1007 Rescinding dissolution.(1) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, a superior court has entered an order under RCW 23.100.1003 dissolving the association, or the secretary of state has dissolved the association under RCW 23.95.610.(2) Rescinding dissolution under this section requires:(a) The affirmative vote or consent of each member;(b) If a statement of dissolution applicable to the limited cooperative association has been filed by the secretary of state but has not become effective, the delivery to the secretary of state for filing of a statement of withdrawal applicable to the statement of dissolution; and(c) If a statement of dissolution applicable to the limited cooperative association is effective, the delivery to the secretary of state for filing of a statement of rescission stating the name of the association and that dissolution has been rescinded under this section.(3) If a limited cooperative association rescinds its dissolution:(a) The association resumes carrying on its activities and affairs as if dissolution had never occurred;(b) Subject to (c) of this subsection, any liability incurred by the association after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and(c) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.[ 2019 c 37 § 1007.]
WA Rev Code § 23.100.1008 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1008 - Distribution of assets in winding up.

RCW 23.100.1008 Distribution of assets in winding up.(1) In winding up its activities and affairs, the limited cooperative association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (2) of this section.(2) Unless the organic rules otherwise provide, in this subsection "financial interests" means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the organic rules otherwise provide, each member is entitled to a distribution from the association of any remaining assets in the proportion of the member's financial interests to the total financial interests of the members after all other obligations are satisfied.[ 2019 c 37 § 1008.]
WA Rev Code § 23.100.1009 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1009 - Known claims against dissolved limited cooperative association.

RCW 23.100.1009 Known claims against dissolved limited cooperative association.(1) Except as otherwise provided in subsection (4) of this section, a dissolved limited cooperative association may give notice of a known claim under subsection (2) of this section, which has the effect provided in subsection (3) of this section.(2) A dissolved limited cooperative association in a record may notify its known claimants of the dissolution. The notice must:(a) Specify the information required to be included in a claim;(b) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;(c) State the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and(d) State that the claim will be barred if not received by the deadline.(3) A claim against a dissolved limited cooperative association is barred if the requirements of subsection (2) of this section are met, and:(a) The claim is not received by the specified deadline; or(b) If the claim is timely received but rejected by the association:(i) The association causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the association to enforce the claim not later than ninety days after the claimant receives the notice; and(ii) The claimant does not commence the required action not later than ninety days after the claimant receives the notice.(4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.[ 2019 c 37 § 1009.]
WA Rev Code § 23.100.1010 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1010 - Other claims against dissolved limited cooperative association.

RCW 23.100.1010 Other claims against dissolved limited cooperative association.(1) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.(2) A notice authorized under subsection (1) of this section must:(a) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited cooperative association's principal office is located or, if the principal office is not located in this state, in the county in which the office of the association's registered agent is or was last located;(b) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and(c) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.(3) If a dissolved limited cooperative association publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the association not later than three years after the publication date of the notice:(a) A claimant that did not receive notice in a record under RCW 23.100.1009;(b) A claimant whose claim was timely sent to the company but not acted on; and(c) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.(4) A claim not barred under this section or RCW 23.100.1009 may be enforced:(a) Against a dissolved limited cooperative association, to the extent of its undistributed assets; and(b) Except as provided in RCW 23.100.1011, if the assets of the association have been distributed after dissolution, against a member or holder of financial rights to the extent of that person's proportionate share of the claim or the assets distributed to the person after dissolution, whichever is less, but a person's total liability for all claims under this subsection (4)(b) may not exceed the total amount of assets distributed to the person after dissolution.[ 2019 c 37 § 1010.]
WA Rev Code § 23.100.1011 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1011 - Court proceedings.

RCW 23.100.1011 Court proceedings.(1) A dissolved limited cooperative association that has published a notice under RCW 23.100.1010 may file an application with the superior court in the county where the association's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the association and:(a) At the time of the application:(i) Are contingent; or(ii) Have not been made known to the association; or(b) Are based on an event occurring after the date of dissolution.(2) Security is not required for a claim that is or is reasonably anticipated to be barred under RCW 23.100.1010.(3) Not later than ten days after filing an application under subsection (1) of this section, the dissolved limited cooperative association shall give notice of the proceeding to each claimant holding a contingent claim known to the association.(4) In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited cooperative association.(5) A dissolved limited cooperative association that provides security in the amount and form ordered by the court under subsection (1) of this section satisfies the association's obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution. Such claims may not be enforced against a member or holder of financial rights on account of assets received in liquidation.[ 2019 c 37 § 1011.]
WA Rev Code § 23.100.1012 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1012 - Statement of dissolution.

RCW 23.100.1012 Statement of dissolution.(1) A limited cooperative association that has dissolved or is about to dissolve may deliver to the secretary of state for filing a statement of dissolution that states:(a) The name of the association;(b) The date the association dissolved or will dissolve; and(c) Any other information the association considers relevant.(2) A person has notice of a limited cooperative association's dissolution on the later of:(a) Ninety days after a statement of dissolution is filed; or(b) The effective date stated in the statement of dissolution.[ 2019 c 37 § 1012.]
WA Rev Code § 23.100.1013 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1013 - Statement of termination.

RCW 23.100.1013 Statement of termination.(1) A dissolved limited cooperative association that has completed winding up may deliver to the secretary of state for filing a statement of termination that states:(a) The name of the association;(b) The date of filing of its initial articles of organization; and(c) That the association is terminated.(2) The filing of a statement of termination does not itself terminate the limited cooperative association.[ 2019 c 37 § 1013.]
WA Rev Code § 23.100.1101 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1101 - Derivative action.

RCW 23.100.1101 Derivative action.A member may maintain a derivative action against a cooperative in the same manner as a shareholder may maintain a derivative action against a corporation under Title 23B RCW.[ 2019 c 37 § 1101.]
WA Rev Code § 23.100.1201 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1201 - Disposition of assets not requiring member approval.

RCW 23.100.1201 Disposition of assets not requiring member approval.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.[ 2019 c 37 § 1201.]
WA Rev Code § 23.100.1202 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1202 - Member approval of other disposition of assets.

RCW 23.100.1202 Member approval of other disposition of assets.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.[ 2019 c 37 § 1202.]
WA Rev Code § 23.100.1203 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1203 - Notice and action by board on disposition of assets requiring member approval.

RCW 23.100.1203 Notice and action by board on disposition of assets requiring member approval.For a limited cooperative association to dispose of assets under RCW 23.100.1202:(1) A majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and(2) The board of directors must call a members meeting to consider the proposed disposition and, subject to RCW 23.100.0419, mail or otherwise transmit or deliver in a record to each member:(a) The terms of the proposed disposition;(b) A recommendation that the members approve the disposition, 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;(c) A statement of any condition of the board's submission of the proposed disposition to the members; and(d) Notice of the meeting at which the proposed disposition will be considered, which must be given in the same manner as notice of a special meeting of members.[ 2019 c 37 § 1203.]
WA Rev Code § 23.100.1204 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1204 - Member action on disposition of assets.

RCW 23.100.1204 Member action on disposition of assets.(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.[ 2019 c 37 § 1204.]
WA Rev Code § 23.100.1302 (2021)
2021 Revised Code of Washington|Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw)|Chapter 23.100 - Limited Cooperative Associations.|23.100.1302 - Conversion authorized.

RCW 23.100.1302 Conversion authorized.By complying with this section and RCW 23.100.1303 through 23.100.1307, a domestic qualifying entity may become a domestic limited cooperative association.[ 2019 c 37 § 1302.]