reglab/statecodes huggingface dataset:
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1303 - Plan of conversion.

RCW 23.100.1303
Plan of conversion.
(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.
[ 2019 c 37 § 1303.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1304 - Approval of conversion.

RCW 23.100.1304
Approval of conversion.
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.
[ 2019 c 37 § 1304.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1305 - Amendment or abandonment of plan of conversion.

RCW 23.100.1305
Amendment or abandonment of plan of conversion.
(1) A plan of conversion of a converting entity may be amended:
(a) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(b) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;
(ii) The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(2) After a plan of conversion has been approved and before a statement of conversion is effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a converting entity may abandon the plan in the same manner as the plan was approved.
(3) If a plan of conversion is abandoned after a statement of conversion has been delivered to the secretary of state for filing and before the statement is effective, a statement of abandonment, executed by the converting entity, must be delivered to the secretary of state for filing before the statement of conversion is effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(a) The name of the converting entity;
(b) The date on which the statement of conversion was filed by the secretary of state; and
(c) A statement that the conversion has been abandoned in accordance with this section.
[ 2019 c 37 § 1305.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1306 - Statement of conversion—Effective date of conversion.

RCW 23.100.1306
Statement of conversion—Effective date of conversion.
(1) A statement of conversion must be executed by the converting entity and delivered to the secretary of state for filing.
(2) A statement of conversion must contain:
(a) The name, jurisdiction of formation, and type of entity of the converting entity;
(b) The name of the converted entity;
(c) If the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety days after the date of filing;
(d) A statement that the plan of conversion was approved in accordance with this subchapter; and
(e) The public organic record of the converted entity, as an attachment.
(3) In addition to the requirements of subsection (2) of this section, a statement of conversion may contain any other provision not prohibited by law.
(4) The public organic record of the converted entity must satisfy the requirements of the law of this state, except that the public organic record does not need to be executed and may omit any provision that is not required to be included in a restatement of the public organic record.
(5) A plan of conversion that is executed by a converting entity and meets all the requirements of subsection (2) of this section may be delivered to the secretary of state for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.
(6) A statement of conversion is effective on the date and time of filing or the later date and time specified in the statement of conversion.
(7) The conversion becomes effective when the statement of conversion is effective.
[ 2019 c 37 § 1306.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1308 - Merger authorized.

RCW 23.100.1308
Merger authorized.
(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.
[ 2019 c 37 § 1308.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1309 - Plan of merger.

RCW 23.100.1309
Plan of merger.
(1) A domestic limited cooperative association may become a party to a merger under this section and RCW 23.100.1308 and 23.100.1310 through 23.100.1313 by approving a plan of merger. The plan must be in a record and contain:
(a) As to each merging cooperative association, its name, jurisdiction of formation, and type of cooperative association;
(b) If the surviving cooperative association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation, and type of association;
(c) The manner of converting the interests in each party to the merger into interests, obligations, money, other property, rights to acquire interests, or any combination of the foregoing;
(d) If the surviving cooperative association exists before the merger, any proposed amendments to:
(i) Its public organic record, if any; and
(ii) Its private organic rules that are, or are proposed to be, in a record;
(e) If the surviving cooperative association is to be created in the merger:
(i) Its proposed public organic record, if any; and
(ii) The full text of its private organic rules that are proposed to be in a record;
(f) The other terms and conditions of the merger; and
(g) Any other provision required by the law of a merging cooperative association's jurisdiction of formation or the organic rules of a merging cooperative association.
(2) In addition to the requirements of subsection (1) of this section, a plan of merger may contain any other provision not prohibited by law.
[ 2019 c 37 § 1309.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1310 - Approval of merger.

RCW 23.100.1310
Approval of merger.
(1) A plan of merger is not effective unless it has been approved by a domestic merging limited cooperative association as provided in RCW 23.100.0418.
(2) A merger involving a domestic merging cooperative association that is not a limited cooperative association is not effective unless the merger is approved by that cooperative association in accordance with its organic law.
(3) A merger involving a foreign merging cooperative association is not effective unless the merger is approved by the foreign cooperative association in accordance with the law of the foreign cooperative association's jurisdiction of formation.
[ 2019 c 37 § 1310.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1311 - Amendment or abandonment of plan of merger.

RCW 23.100.1311
Amendment or abandonment of plan of merger.
(1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(2) A domestic merging limited cooperative association may approve an amendment of a plan of merger:
(a) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(b) By its directors or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(i) The amount or kind of interests, obligations, money, other property, rights to acquire interests, or any combination of the foregoing, to be received by the members of any party to the plan;
(ii) The public organic record, if any, or private organic rules of the surviving cooperative association that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving cooperative association under its organic law or organic rules; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the members in any material respect.
(3) After a plan of merger has been approved and before a statement of merger is effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited cooperative association may abandon the plan in the same manner as the plan was approved.
(4) If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement is effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger is effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
(a) The name of each party to the plan of merger;
(b) The date on which the statement of merger was filed by the secretary of state; and
(c) A statement that the merger has been abandoned in accordance with this section.
[ 2019 c 37 § 1311.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1314 - Relationship to other laws.

RCW 23.100.1314
Relationship to other laws.
(1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
(2) A conversion effected under this subchapter may not create or impair a right, duty, or obligation of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, or converting cooperative association unless the approval of the plan is by a vote of the members or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.
[ 2019 c 37 § 1314.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1315 - Charitable assets.

RCW 23.100.1315
Charitable assets.
Property held for a charitable purpose under the law of this state by a domestic or foreign cooperative association immediately before a conversion or merger under this subchapter becomes effective may not, as a result of the conversion or merger, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
[ 2019 c 37 § 1315.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1316 - Status of filings.

RCW 23.100.1316
Status of filings.
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.
[ 2019 c 37 § 1316.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1317 - Nonexclusivity.

RCW 23.100.1317
Nonexclusivity.
The fact that a conversion or merger under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
[ 2019 c 37 § 1317.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1318 - Reference to external facts.

RCW 23.100.1318
Reference to external facts.
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.
[ 2019 c 37 § 1318.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1319 - Alternative means of approval of conversion or merger.

RCW 23.100.1319
Alternative means of approval of conversion or merger.
Except as otherwise provided in the organic law or organic rules of a domestic cooperative association, approval of a conversion or merger under this subchapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this subchapter for approval of the conversion or merger.
[ 2019 c 37 § 1319.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1320 - Subjects covered.

RCW 23.100.1320
Subjects covered.
The following subjects are covered in whole or in part in chapter 23.95 RCW:
(1) Delivery of record;
(2) Filing with secretary of state;
(3) Name of entity;
(4) Registered agent of entity; and
(5) Miscellaneous provisions, including reservation or power to amend or repeal and supplemental principles of law.
[ 2019 c 37 § 1320.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1501 - Uniformity of application and construction—2019 c 37.

RCW 23.100.1501
Uniformity of application and construction—2019 c 37.
In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
[ 2019 c 37 § 1501.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1502 - Relation to electronic signatures in global and national commerce act.

RCW 23.100.1502
Relation to electronic signatures in global and national commerce act.
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).
[ 2019 c 37 § 1502.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1503 - Savings—2019 c 37.

RCW 23.100.1503
Savings—2019 c 37.
This act does not affect an action commenced, or proceeding brought, or right accrued before July 28, 2019.
[ 2019 c 37 § 1503.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › RCW Dispositions › 23B.01 GENERAL PROVISIONS

Sections
23B.01.210 Forms.
[1991 c 72 § 25; 1989 c 165 § 4.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.01.260 Judicial review of secretary of state's refusal to file a record.
[2002 c 297 § 7; 1989 c 165 § 9.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.01.270 Evidentiary effect of copy of filed record.
[2002 c 297 § 8; 1989 c 165 § 10.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.01.500 Domestic corporations-Notice of due date for payment of annual license fee and filing annual report.
[2011 c 183 § 3; 1989 c 165 § 16.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.01.510 Foreign corporations-Notice of due date for payment of annual license fee and filing annual report.
[2011 c 183 § 4; 1990 c 178 § 3; 1989 c 165 § 17.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.01.530 Domestic corporations-Inactive corporation defined-Annual license fee.
[2010 1st sp.s. c 29 § 2; 1993 c 269 § 3; 1989 c 165 § 19.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.01.550 Foreign corporations-Annual license fees.
[1989 c 165 § 21.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.01.560 License fees for reinstated corporation.
[1993 c 269 § 4; 1989 c 165 § 22.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.01.580 Waiver of penalty fees.
[1990 c 178 § 4; 1989 c 165 § 24.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › RCW Dispositions › 23B.14 DISSOLUTION

Sections
23B.14.203 Administrative dissolution or revocation of a certificate of authority-Corporation name not distinguishable from name of governmental entity-Application by governmental entity.
[1997 c 12 § 1.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.14.210 Administrative dissolution-Procedure and effect.
[2006 c 52 § 12; 1989 c 165 § 161.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › RCW Dispositions › 23B.15 FOREIGN CORPORATIONS

Sections
23B.15.015 Foreign degree-granting institution branch campus-Acts not deemed transacting business in state.
[1993 c 181 § 5.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
23B.15.310 Revocation-Procedure and effect.
[1989 c 165 § 181.]
Repealed by 2015 c 176 § 2149, effective January 1, 2016.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.020 - Reservation of power to amend or repeal.

RCW 23B.01.020
Reservation of power to amend or repeal.
The legislature has power to amend or repeal all or part of this title at any time and all domestic and foreign corporations subject to this title are governed by the amendment or repeal.
[ 1989 c 165 § 2.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.202 - Certificate of authority as insurance company—Filing of records.

RCW 23B.01.202
Certificate of authority as insurance company—Filing of records.
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.
[ 2002 c 297 § 2; 1998 c 23 § 5.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.204 - Certificate of authority from department of financial institutions—Filing of records.

RCW 23B.01.204
Certificate of authority from department of financial institutions—Filing of records.
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.
[ 2010 c 88 § 1.]
NOTES:
*Reviser's note: Title 30 RCW was recodified and/or repealed pursuant to 2014 c 37, effective January 5, 2015.
Effective date—2010 c 88: See RCW 32.50.900.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.220 - Fees.

RCW 23B.01.220
Fees.
Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120.
[ 2015 c 176 § 2102; 2002 c 297 § 3; 1993 c 269 § 2; 1992 c 107 § 7; 1991 c 72 § 26; 1990 c 178 § 1; 1989 c 165 § 5.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 269: See note following RCW 23.86.070.
Effective dates—1992 c 107: See note following RCW 19.02.020.
Effective date—1990 c 178: "This act shall take effect July 1, 1990." [ 1990 c 178 § 13.]