reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.01 PRIVATE BUSINESS CORPORATIONS ACT

Sections
23.01.010 through 23.01.220
[1933 c 185 §§ 1-20; 1939 c 143 §§ 1, 2; 1947 c 195 § 1; 1949 c 172 § 1.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
23.01.225 Shares issued or transferred in joint tenancy form — Presumption — Transfers pursuant to direction of survivor.
[1963 c 132 § 1.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. Later enactment, see RCW 23A.08.320.
23.01.226 Community property agreements — Transfers of shares pursuant to direction of surviving spouse.
[1965 c 85 § 1.]
Now codified as RCW 23A.08.325.
23.01.227 Community property agreements — Transfer of shares pursuant to direction of surviving spouse.
Cross-reference section, decodified.
23.01.230 through 23.01.310
[1933 c 185 §§ 21-30; 1939 c 143 §§ 4, 11.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
23.01.315 Shareholders' action without meeting — Procedure — Effect.
[1961 c 160 § 1.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. Later enactment, see RCW 23A.44.090.
23.01.320 through 23.01.410
[1933 c 185 §§ 31-38; 1939 c 143 §§ 5, 6, 13; 1943 c 32 § 1; 1949 c 170 §§ 1, 2; 1959 c 12 § 1.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
23.01.415 Restated articles.
[1961 c 208 § 1.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. Later enactment, see RCW 23A.16.070.
23.01.420 through 23.01.970
[1933 c 185 §§ 39-68; 1939 c 143 §§ 7-10, 15, 17; 1941 c 103 § 7; 1949 c 188 § 1; 1955 c 92 § 1.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
Comparative Table
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.04 DEFINITIONS

Sections
23.04.010 Scope of definitions.
This section was created by the 1941 Code Committee but has no session law background and is accordingly decodified.
23.04.020 "Domestic corporation."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(2).
23.04.030 "Articles of incorporation."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(3).
23.04.040 "Incorporator."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(4).
23.04.050 "Subscriber."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(5).
23.04.060 "Shares."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(6).
23.04.070 "Shareholder."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(7).
23.04.080 "Certificate of stock."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(8).
23.04.090 "Allotment."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(9).
23.04.100 "Capital stock."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(10).
23.04.110 "Assets."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(11).
23.04.120 "Capital."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(12).
23.04.130 "Registered office."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(13).
23.04.140 "Unincorporated association."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(14).
23.04.150 "Court."
[1933 c 185 § 1, part; RRS § 3803-1, part.]
Now codified as RCW 23.01.010(15).
23.04.160 "Charter."
This section was created by the 1941 Code Committee but has no session law background and is accordingly decodified.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.08 GENERAL PROVISIONS

Sections
23.08.010 Application of title.
[1933 c 185 § 61; part; RRS § 3803-61, part.]
Now codified as RCW 23.01.900.
23.08.020 Subscriptions for shares before incorporation.
[1933 c 185 § 6; RRS § 3803-6.]
Now codified as RCW 23.01.060.
23.08.030 Paid-in capital — Minimum.
[1933 c 185 § 7; RRS § 3803-7.]
Now codified as RCW 23.01.070.
23.08.040 Commencement of business — Prerequisites.
[1939 c 143 § 2; 1933 c 185 § 8; RRS § 3803-8.]
Now codified as RCW 23.01.080.
23.08.050 Certificate evidence of incorporation.
[1933 c 185 § 9; RRS § 3803-9.]
Now codified as RCW 23.01.090.
23.08.060 Filing or recording — Effect.
[1933 c 185 § 10; RRS § 3803-10.]
Now codified as RCW 23.01.100.
23.08.070 Powers of corporation.
[1933 c 185 § 11; RRS § 3803-11.]
Now codified as RCW 23.01.110.
23.08.080 Stock in other corporations — Purchase of own shares.
[1947 c 195 § 1; 1933 c 185 § 12; Rem. Supp. 1947 § 3803-12.]
Now codified as RCW 23.01.120.
23.08.090 Bylaws — Authority to make.
[1933 c 185 § 26; RRS § 3803-26.]
Now codified as RCW 23.01.270.
23.08.100 Monopolies.
[1933 c 185 § 65; RRS § 3803-65.]
Now codified as RCW 23.01.940.
23.08.110 Alien ownership of stock.
[1937 c 70 § 16, part; RRS § 3836-16, part.]
Repealed by 1953 c 10 § 3.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.12 CREATION OF BUSINESS CORPORATIONS AND AMENDMENT OF CHARTERS

Sections
23.12.010 Who may incorporate hereunder.
[1933 c 185 § 2; RRS § 3803-2.]
Now codified as RCW 23.01.020.
23.12.020 Articles — Contents.
[1933 c 185 § 3; RRS § 3803-3.]
Now codified as RCW 23.01.030.
23.12.030 Corporate name.
[1933 c 185 § 4; RRS § 3803-4.]
Now codified as RCW 23.01.040.
23.12.040 Filing articles — Certificate of incorporation — Issuance.
[1939 c 143 § 1; 1933 c 185 § 5; RRS § 3803-5.]
Now codified as RCW 23.01.050.
23.12.050 Statement of value of nonpar stock — Revaluation — Appeal.
[1937 c 70 § 7; RRS § 3836-7.]
Now codified as RCW 23.60.020.
23.12.060 Amendment of articles.
[1933 c 185 § 37; RRS § 3803-37.]
Now codified as RCW 23.01.400.
23.12.070 Amendatory articles — Certificate.
[1939 c 143 § 6; 1933 c 185 § 38; RRS § 3803-38.]
Now codified as RCW 23.01.410.
23.12.080 Increase or decrease of shares.
[1933 c 185 § 39; RRS § 3803-39.]
Now codified as RCW 23.01.420.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.16 SHARES OF STOCK

Sections
23.16.010 Classes of shares.
[1933 c 185 § 13; RRS § 3803-13.]
Now codified as RCW 23.01.130.
23.16.020 Stock certificates — Issuance — Transfer — Contents.
[1933 c 185 § 14; RRS § 3803-14.]
Now codified as RCW 23.01.140.
23.16.030 Allotment to corporation — Shares how payable.
[1933 c 185 § 15; RRS § 3803-15.]
Now codified as RCW 23.01.150.
23.16.040 Full payment required.
[1933 c 185 § 16; RRS § 3803-16.]
Now codified as RCW 23.01.160.
23.16.050 Payment, how determined — Valuation.
[1933 c 185 § 17; RRS § 3803-17.]
Now codified as RCW 23.01.170.
23.16.060 First report and statement as to shares.
[1949 c 172 § 1, last am'ds 1933 c 185 § 18; Rem. Supp. 1949 § 3803-18.]
Now codified as RCW 23.01.180.
23.16.070 Violations — Effect.
[1933 c 185 § 19; RRS § 3803-19.]
Now codified as RCW 23.01.190.
23.16.080 Liability of shareholders.
[1933 c 185 § 20; RRS § 3803-20.]
Now codified as RCW 23.01.200.
23.16.090 Bylaws — Transfers.
[1939 c 143 § 4; 1933 c 185 § 21; RRS § 3803-21.]
Now codified as RCW 23.01.210.
23.16.100 Married women's shares — Transfers — Dividends — Proxies.
[1939 c 143 § 11; RRS § 3803-21 1/2.]
Now codified as RCW 23.01.220.
23.16.110 Unpaid subscriptions — Lien.
[1933 c 185 § 22; RRS § 3803-22.]
Now codified as RCW 23.01.230.
23.16.120 Reduction of capital stock — Resolution — Articles.
[1933 c 185 § 40; RRS § 3803-40.]
Now codified as RCW 23.01.430.
23.16.130 Call, redemption, and retirement of preferred shares.
[1939 c 143 § 15; RRS § 3803-40 1/2.]
Now codified as RCW 23.01.440.
23.16.140 Sale of assets or changes in corporate structure — Notice of meeting to vote on.
[1949 c 188 § 1, part, last am'ds 1933 c 185 § 41, part; Rem. Supp. 1949 § 3803-41, part.]
Now codified in RCW 23.01.450.
23.16.150 Estoppel of nonvoting shareholder.
[1949 c 188 § 1, part, last am'ds 1933 c 185 § 41, part; Rem. Supp. 1949 § 3803-41, part.]
Now codified in RCW 23.01.450.
23.16.160 Rights of dissenting shareholder — Petition for valuation — Appraisal.
[1949 c 188 § 1, part, last am'ds 1933 c 185 § 41, part; Rem. Supp. 1949 § 3803-41, part.]
Now codified in RCW 23.01.450.
23.16.170 Limitation upon recovery.
[1949 c 188 § 1, part, last am'ds 1933 c 185 § 41, part; Rem. Supp. 1949 § 3803-41, part.]
Now codified in RCW 23.01.450.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.20 STOCK TRANSFER

Sections
23.20.010 Definitions.
[(i) 1939 c 100 § 22; RRS § 3803-122. (ii) 1939 c 100 § 21; RRS § 3803-121.]
Now codified as RCW 23.80.210 and 23.80.220.
23.20.020 How title to certificates and shares may be transferred.
[1939 c 100 § 1; RRS § 3803-101.]
Now codified as RCW 23.80.010.
23.20.030 Powers of those lacking full legal capacity and of fiduciaries not enlarged.
[1939 c 100 § 2; RRS § 3803-102.]
Now codified as RCW 23.80.020.
23.20.040 Corporation not forbidden to treat registered holder as owner.
[1939 c 100 § 3; RRS § 3803-103.]
Now codified as RCW 23.80.030.
23.20.050 Title derived from indorsed certificate extinguishes title derived from a separate document.
[1939 c 100 § 4; RRS § 3803-104.]
Now codified as RCW 23.80.040.
23.20.060 Who may deliver a certificate.
[1939 c 100 § 5; RRS § 3803-105.]
Now codified as RCW 23.80.050.
23.20.070 Indorsement effectual in spite of fraud, duress, mistakes, revocation, death, incapacity or lack of consideration or authority.
[1939 c 100 § 6; RRS § 3803-106.]
Now codified as RCW 23.80.060.
23.20.080 Rescission of transfer.
[1939 c 100 § 7; RRS § 3803-107.]
Now codified as RCW 23.80.070.
23.20.090 Rescission of transfer of certificate does not invalidate subsequent transfer by transferee in possession.
[1939 c 100 § 8; RRS § 3803-108.]
Now codified as RCW 23.80.080.
23.20.100 Delivery of unindorsed certificate imposes obligation to indorse.
[1939 c 100 § 9; RRS § 3803-109.]
Now codified as RCW 23.80.090.
23.20.110 Ineffectual attempt to transfer amounts to a promise to transfer.
[1939 c 100 § 10; RRS § 3803-110.]
Now codified as RCW 23.80.100.
23.20.120 Warranties on sale of certificate.
[1939 c 100 § 11; RRS § 3803-111.]
Now codified as RCW 23.80.110.
23.20.130 No warranty implied from accepting payment of a debt.
[1939 c 100 § 12; RRS § 3803-112.]
Now codified as RCW 23.80.120.
23.20.140 No attachment or levy upon shares unless certificate surrendered or transfer enjoined.
[1939 c 100 § 13; RRS § 3803-113.]
Now codified as RCW 23.80.130.
23.20.150 Creditor's remedies to reach certificate.
[1939 c 100 § 14; RRS § 3803-114.]
Now codified as RCW 23.80.140.
23.20.160 No lien or restriction unless indicated on certificate.
[1939 c 100 § 15; RRS § 3803-115.]
Now codified as RCW 23.80.150.
23.20.170 Alteration of certificate does not divest title to shares.
[1939 c 100 § 16; RRS § 3803-116.]
Now codified as RCW 23.80.160.
23.20.180 Lost or destroyed certificate.
[1939 c 100 § 17; RRS § 3803-117.]
Now codified as RCW 23.80.170.
23.20.190 Rule for cases not otherwise provided for.
[1939 c 100 § 18; RRS § 3803-118.]
Now codified as RCW 23.80.180.
23.20.200 Method of indorsement.
[1939 c 100 § 20; RRS § 3803-120.]
Now codified as RCW 23.80.200.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.24 EARNINGS, DIVIDENDS AND SURPLUS

Sections
23.24.010 Payments or surplus — Determination.
[1933 c 185 § 23; RRS § 3803-23.]
Now codified as RCW 23.01.240.
23.24.020 What are assets and liabilities.
[1933 c 185 § 24, part; RRS § 3803-24, part.]
Now codified in RCW 23.01.250.
23.24.030 Declaration of dividends.
[1933 c 185 § 24, part; RRS § 3803-24, part.]
Now codified in RCW 23.01.250.
23.24.040 Payment of cash dividends.
[1933 c 185 § 24, part; RRS § 3803-24, part.]
Now codified in RCW 23.01.250.
23.24.050 Distribution of stock dividends.
[1933 c 185 § 24, part; RRS § 3803-24, part.]
Now codified in RCW 23.01.250.
23.24.060 Dividends paid in spite of depletion.
[1933 c 185 § 24, part; RRS § 3803-24, part.]
Now codified in RCW 23.01.250.
23.24.070 Liability of directors for unlawful dividends.
[1933 c 185 § 25, part; RRS § 3803-25, part.]
Now codified in RCW 23.01.260.
23.24.080 Liability of shareholders.
[1933 c 185 § 25, part; RRS § 3803-25, part.]
Now codified in RCW 23.01.260.
23.24.090 Limitation of actions on director and shareholder liability.
[1933 c 185 § 25, part; RRS § 3803-25, part.]
Now codified in RCW 23.01.260.
23.24.100 Ascertainment of income and principal with respect to corporate dividends.
[1947 c 160 § 1; Rem. Supp. 1947 § 3923-50.]
Now codified as RCW 23.74.010.
23.24.110 Rules for such ascertainment.
[1947 c 160 § 2; Rem. Supp. 1947 § 3923-51.]
Now codified as RCW 23.74.020.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.32 MEETINGS — VOTING RIGHTS

Sections
23.32.010 Time and place of meeting generally.
[1933 c 185 § 27, part; RRS § 3803-27, part.]
Now codified in RCW 23.01.280.
23.32.020 Special meetings.
[1933 c 185 § 27, part; RRS § 3803-27, part.]
Now codified in RCW 23.01.280.
23.32.030 Adjourned meetings.
[1933 c 185 § 27, part; RRS § 3803-27, part.]
Now codified in RCW 23.01.280.
23.32.040 Manner of giving notice of meetings.
[1933 c 185 § 27, part; RRS § 3803-27, part.]
Now codified in RCW 23.01.280.
23.32.050 Voting rights generally.
[1933 c 185 § 28, part; RRS § 3803-28, part.]
Now codified in RCW 23.01.290.
23.32.060 Voting responsibility when certain classes excluded.
[1933 c 185 § 28, part; RRS § 3803-28, part.]
Now codified in RCW 23.01.290.
23.32.070 Proportional method of representation.
[1933 c 185 § 28, part; RRS § 3803-28, part.]
Now codified in RCW 23.01.290.
23.32.080 Proxies.
[1933 c 185 § 28, part; RRS § 3803-28, part.]
Now codified in RCW 23.01.290.
23.32.090 Pledged shares and those held by fiduciaries.
[1933 c 185 § 28, part; RRS § 3803-28, part.]
Now codified in RCW 23.01.290.
23.32.100 Shares in one corporation held by another.
[1933 c 185 § 28, part; RRS § 3803-28, part.]
Now codified in RCW 23.01.290.
23.32.110 Voting trust agreements.
[1933 c 185 § 29, part; RRS § 3803-29, part.]
Now codified in RCW 23.01.300.
23.32.120 Agreement must be filed.
[1933 c 185 § 29, part; RRS § 3803-29, part.]
Now codified in RCW 23.01.300.
23.32.130 Any shareholder may join.
[1933 c 185 § 29, part; RRS § 3803-29, part.]
Now codified in RCW 23.01.300.
23.32.140 Pooled shares transferred to trustees.
[1933 c 185 § 29, part; RRS § 3803-29, part.]
Now codified in RCW 23.01.300.
23.32.150 Voting trust certificates.
[1933 c 185 § 29, part; RRS § 3803-29, part.]
Now codified in RCW 23.01.300.
23.32.160 Right of trustees of pool.
[1933 c 185 § 29, part; RRS § 3803-29, part.]
Now codified in RCW 23.01.300.
23.32.170 Rules governing voting trustees.
[1933 c 185 § 29, part; RRS § 3803-29, part.]
Now codified in RCW 23.01.300.
23.32.180 Meetings — Quorum — Adjournment.
[1933 c 185 § 30, part; RRS § 3803-30, part.]
Now codified as RCW 23.01.310.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.36 MANAGEMENT

Sections
23.36.010 Number and term of directors.
[1943 c 32 § 1, part, last am'ds 1933 c 185 § 31, part; Rem. Supp. 1943 § 3803-31, part.]
Now codified in RCW 23.01.320.
23.36.020 How directors are elected.
[1943 c 32 § 1, part, last am'ds 1933 c 185 § 31, part; Rem. Supp. 1943 § 3803-31, part.]
Now codified in RCW 23.01.320.
23.36.030 General rules as to qualifications, powers and duties of directors.
[1943 c 32 § 1, part, last am'ds 1933 c 185 § 31, part; Rem. Supp. 1943 § 3803-31, part.]
Now codified in RCW 23.01.320.
23.36.040 Removal of director.
[1943 c 32 § 1, part, last am'ds 1933 c 185 § 31, part; Rem. Supp. 1943 § 3803-31, part.]
Now codified in RCW 23.01.320.
23.36.050 Methods of calling directors' meetings.
[1943 c 32 § 1, part, last am'ds 1933 c 185 § 31, part; Rem. Supp. 1943 § 3803-31, part.]
Now codified in RCW 23.01.320.
23.36.060 Officers and agents — Control by board.
[1933 c 185 § 32; RRS § 3803-32.]
Now codified as RCW 23.01.330.
23.36.070 Filing statement of directors and officers — Service of process on failure.
[(i) 1949 c 170 § 1; 1939 c 143 § 13; Rem. Supp. 1949 § 3803-32 1/2. (ii) 1949 c 170 § 2; Rem. Supp. 1949 § 3803-32 3/4.]
Now codified as RCW 23.01.340 and 23.01.350.
23.36.080 Fiduciary relations to corporation.
[1933 c 185 § 33; RRS § 3803-33.]
Now codified as RCW 23.01.360.
23.36.090 Registered offices — Location — Penalty.
[1933 c 185 § 34; RRS § 3803-34.]
Now codified as RCW 23.01.370.
23.36.100 Books to be kept at registered office.
[1933 c 185 § 35, part; RRS § 3803-35, part.]
Now codified in RCW 23.01.380.
23.36.110 Share registers in other states.
[1933 c 185 § 35, part; RRS § 3803-35, part.]
Now codified in RCW 23.01.380.
23.36.120 Shareholders' right to examine books.
[1933 c 185 § 35, part; RRS § 3803-35, part.]
Now codified in RCW 23.01.380.
23.36.130 Penalty for failure to keep books and records.
[1933 c 185 § 35, part; RRS § 3803-35, part.]
Now codified in RCW 23.01.380.
23.36.140 Sale or lease of assets — Two-thirds vote.
[1933 c 185 § 36; RRS § 3803-36.]
Now codified as RCW 23.01.390.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.40 CONSOLIDATION AND MERGER

Sections
23.40.010 Merger or consolidation into domestic corporation.
[1933 c 185 § 42, part; RRS § 3803-42, part.]
Now codified in RCW 23.01.460.
23.40.020 Merger or consolidation into foreign corporation.
[1933 c 185 § 42, part; RRS § 3803-42, part.]
Now codified in RCW 23.01.460.
23.40.030 Joint agreement for merger — Requisites — Articles.
[1933 c 185 § 43; RRS § 3803-43.]
Now codified as RCW 23.01.470.
23.40.040 Joint agreement for consolidation — Articles.
[1933 c 185 § 44; RRS § 3803-44.]
Now codified as RCW 23.01.480.
23.40.050 Joint agreement, when effective.
[1933 c 185 § 45; RRS § 3803-45.]
Now codified as RCW 23.01.490.
23.40.060 Effect of merger or consolidation.
[1933 c 185 § 46; RRS § 3803-46.]
Now codified as RCW 23.01.500.
23.40.070 Nonconsenting shareholder's rights.
[1939 c 143 § 8; 1933 c 185 § 47; RRS § 3803-47.]
Now codified as RCW 23.01.510.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.44 DISSOLUTION AND WINDING UP

Sections
23.44.010 Dissolution — Methods.
[1933 c 185 § 48; RRS § 3803-48.]
Now codified as RCW 23.01.520.
23.44.020 Voluntary dissolution, how effected.
[1939 c 143 § 9; 1933 c 185 § 49; RRS § 3803-49.]
Now codified as RCW 23.01.530.
23.44.030 Involuntary dissolution, when authorized.
[1933 c 185 § 50; RRS § 3803-50.]
Now codified as RCW 23.01.540.
23.44.040 Complaint for dissolution.
[1933 c 185 § 51; RRS § 3803-51.]
Now codified as RCW 23.01.550.
23.44.050 Trustees — Powers and duties.
[1955 c 92 § 1; 1933 c 185 § 52; RRS § 3803-52.]
Now codified as RCW 23.01.560.
23.44.060 Receivers — Bonds.
[1933 c 185 § 53; RRS § 3803-53.]
Now codified as RCW 23.01.570.
23.44.070 Authority of receivers or trustees.
[1933 c 185 § 54; RRS § 3803-54.]
Now codified as RCW 23.01.580.
23.44.080 Vacancies in office of trustee.
[1933 c 185 § 55; RRS § 3803-55.]
Now codified as RCW 23.01.590.
23.44.090 Commencement of dissolution proceedings — Effect.
[1933 c 185 § 56; RRS § 3803-56.]
Now codified as RCW 23.01.600.
23.44.100 Dissolution — Rules in proceedings under national bankruptcy act.
[1941 c 103 § 7; 1933 c 185 § 57; Rem. Supp. 1941 § 3803-57.]
Now codified as RCW 23.01.610.
23.44.110 Compromise with creditors — Creditors' meeting.
[1933 c 185 § 58; RRS § 3803-58.]
Now codified as RCW 23.01.620.
23.44.120 Judgment of dissolution — Certificate — Undiscovered assets.
[1939 c 143 § 10; 1933 c 185 § 59; RRS § 3803-59.]
Now codified as RCW 23.01.630.
23.44.130 Conveyances by winding up trustees.
[1939 c 143 § 17; RRS § 3803-59 1/2.]
Now codified as RCW 23.01.640.
23.44.140 Annulment action by attorney general — Grounds.
[1933 c 185 § 60; RRS § 3803-60.]
Now codified as RCW 23.01.650.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.46 CONTRIBUTIONS FOR PUBLIC, CHARITABLE, ETC., PURPOSES

Sections
23.46.010 Certain contributions declared valid use of corporate funds.
[1953 c 213 § 1.]
Now codified as RCW 23.70.010.
23.46.020 Contributions from surplus or reserve funds authorized — Restrictions.
[1953 c 213 § 2.]
Now codified as RCW 23.70.020.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.48 PREFERENCES BY INSOLVENT CORPORATIONS

Sections
23.48.010 Definitions.
[1941 c 103 § 1; Rem. Supp. 1941 § 5831-4.]
Now codified as RCW 23.72.010.
23.48.020 Action to recover — Limitation.
[1941 c 103 § 2; Rem. Supp. 1941 § 5831-5.]
Now codified as RCW 23.72.020.
23.48.030 Preference voidable when.
[1941 c 103 § 3; Rem. Supp. 1941 § 5831-6.]
Now codified as RCW 23.72.030.
23.48.040 Mutual debts and credits.
[1941 c 103 § 4; Rem. Supp. 1941 § 5831-7.]
Now codified as RCW 23.72.040.
23.48.050 Attorney's fees — Reexamination.
[1941 c 103 § 5; Rem. Supp. 1941 § 5831-8.]
Now codified as RCW 23.72.050.
23.48.060 Setoff and counterclaim against creditors.
[1941 c 103 § 6, part; Rem. Supp. 1941 § 5831-9, part.]
Now codified in RCW 23.72.060.
23.48.070 Setoff and counterclaim by debtors.
[1941 c 103 § 6, part; Rem. Supp. 1941 § 5831-9, part.]
Now codified in RCW 23.72.060.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.52 FOREIGN CORPORATIONS

Sections
23.52.010 through 23.52.030
[1937 c 70 §§ 2, 3, 16; 1957 c 198 § 4; 1959 c 12 § 2.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
23.52.040 Filing and recording copy of foreign articles, restated, etc., foreign articles, and amendments.
[1961 c 208 § 2; 1937 c 70 § 17; RRS § 3836-17. Prior: 1890 p 289 § 2; 1886 p 87 § 1; Code 1881 § 2480; 1875 p 109 § 2; 1871 p 101 § 2.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
23.52.050 Designation of agent of foreign corporation for service — Change, withdrawal, or revocation.
[1937 c 70 § 18; RRS § 3836-18.]
Repealed by 1955 c 143 § 4.
23.52.050#1 through 23.52.120
[1937 c 70 §§ 18-26; 1955 c 143 §§ 1-3.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
Comparative Table
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.54 NONADMITTED FOREIGN CORPORATIONS — POWERS RELATIVE TO SECURED INTERESTS

Sections
23.54.010 through 23.54.060
[1957 c 139 §§ 1-6.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
Comparative Table
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.56 COOPERATIVE ASSOCIATIONS

Sections
23.56.010 Cooperative associations — Who may organize.
[1913 c 19 § 1; RRS § 3904.]
[SLC-RO-7] Now codified as RCW 23.86.010.
23.56.020 Business authorized.
[1913 c 19 § 7; RRS § 3910.]
Now codified as RCW 23.86.020.
23.56.030 Term "cooperative" limited.
[1913 c 19 § 17; RRS § 3920.]
Now codified as RCW 23.86.030.
23.56.040 When to do business — Liability.
[1925 ex.s. c 99 § 3; 1913 c 19 § 18; RRS § 3921.]
Now codified as RCW 23.86.040.
23.56.050 Articles — Contents.
[1913 c 19 § 2; RRS § 3905.]
Now codified as RCW 23.86.050.
23.56.060 Articles — Verification — Filing.
[1913 c 19 § 3; RRS § 3906.]
Now codified as RCW 23.86.060.
23.56.070 Filing fees.
[1925 ex.s. c 99 § 1; 1913 c 19 § 4; RRS § 3907.]
Now codified as RCW 23.86.070.
23.56.080 Trustees.
[1913 c 19 § 5; RRS § 3908.]
Now codified as RCW 23.86.080.
23.56.090 Amendments to articles.
[1913 c 19 § 6; RRS § 3909.]
Now codified as RCW 23.86.090.
23.56.100 Bylaws.
[1913 c 19 § 19; RRS § 3922.]
Now codified as RCW 23.86.100.
23.56.110 Stock — Issues — Vote — Limits.
[(i) 1913 c 19 § 11, part; RRS § 3914, part. (ii) 1925 ex.s. c 99 § 2; 1913 c 19 § 8; RRS § 3911.]
Now codified in RCW 23.86.110 and 23.86.140.
23.56.120 Subscriptions for stock in other associations.
[1913 c 19 § 9; RRS § 3912.]
Now codified as RCW 23.86.120.
23.56.130 Purchasing business of other associations.
[1913 c 19 § 10; RRS § 3913.]
Now codified as RCW 23.86.130.
23.56.140 Same — Stock held in trust — When.
[1913 c 19 § 11, part; RRS § 3914, part.]
Now codified in RCW 23.86.140.
23.56.150 Stockholders may vote by mail.
[1913 c 19 § 12; RRS § 3915.]
Now codified as RCW 23.86.150.
23.56.160 Apportionment of earnings.
[1947 c 37 § 1, last am'ds 1913 c 19 § 13; Rem. Supp. 1947 § 3916.]
Now codified as RCW 23.86.160.
23.56.170 Distribution of dividends.
[1913 c 19 § 14; RRS § 3917.]
Now codified as RCW 23.86.170.
23.56.180 Annual reports — Contents — Filing.
[1913 c 19 § 15; RRS § 3918.]
Now codified as RCW 23.86.180.
23.56.190 Cooperative associations under former laws.
[1913 c 19 § 16; RRS § 3919.]
Now codified as RCW 23.86.190.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.60 FEES

Sections
23.60.010 through 23.60.200
[1937 c 70 §§ 1, 4-15, 27-32; 1947 c 226 §§ 1, 2; 1957 c 198 §§ 1-3; 1959 c 263 §§ 1, 4.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
Comparative Table
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.70 MISCELLANEOUS — CONTRIBUTIONS FOR PUBLIC, CHARITABLE, ETC., PURPOSES

Sections
23.70.010 23.70.020
[1953 c 213 §§ 1, 2.]
Repealed by 1965 c 53 § 166, effective July 1, 1967. See comparative table below.
Comparative Table
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.72 MISCELLANEOUS — PREFERENCES BY INSOLVENT CORPORATIONS

Sections
23.72.010 Definitions.
[1959 c 219 § 1; 1941 c 103 § 1; Rem. Supp. 1941 § 5831-4. Formerly RCW 23.48.010.] Repealed by 2004 c 165 § 47.
23.72.020 Action to recover — Limitation.
[1941 c 103 § 2; Rem. Supp. 1941 § 5831-5. Formerly RCW 23.48.020.] Repealed by 2004 c 165 § 47.
23.72.030 Preference voidable, when — Recovery.
[1959 c 219 § 2; 1941 c 103 § 3; Rem. Supp. 1941 § 5831-6. Formerly RCW 23.48.030.] Repealed by 2004 c 165 § 47.
23.72.040 Mutual debts and credits.
[1941 c 103 § 4; Rem. Supp. 1941 § 5831-7. Formerly RCW 23.48.040.] Repealed by 2004 c 165 § 47.
23.72.050 Attorney's fees — Reexamination.
[1941 c 103 § 5; Rem. Supp. 1941 § 5831-8. Formerly RCW 23.48.050.] Repealed by 2004 c 165 § 47.
23.72.060 Setoffs and counterclaims.
[1941 c 103 § 6; Rem. Supp. 1941 § 5831-9. Formerly RCW 23.48.060 and 23.48.070.] Repealed by 2004 c 165 § 47.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.74 MISCELLANEOUS — APPLICATION OF DIVIDEND AND SHARE RIGHTS BY TRUSTEES OR FIDUCIARIES

Sections
23.74.010 Ascertainment of income and principal with respect to corporate dividends and share rights between tenants and remaindermen.
[1947 c 160 § 1; Rem. Supp. 1947 § 3923-50. Formerly RCW 23.24.100.]
Repealed by 1971 c 74 § 17, effective January 1, 1972.
23.74.020 Ascertainment of income and principal with respect to corporate dividends and share rights between tenants and remaindermen — Rules for such ascertainment.
[1947 c 160 § 2; Rem. Supp. 1947 § 3923-51. Formerly RCW 23.24.110.]
Repealed by 1971 c 74 § 17, effective January 1, 1972.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.78 EMPLOYEE COOPERATIVE CORPORATIONS

Sections
23.78.902 Severability-1987 c 457.
[1987 c 457 § 16.]
Decodified by the code reviser, July 2016.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.80 UNIFORM STOCK TRANSFER ACT

Sections
23.80.010 through 23.80.250
[1939 c 100 §§ 1-25.]
Repealed effective midnight on June 30, 1967 by Article 10 of the Uniform Commercial Code, 1965 ex.s. c 157 [Title 62A RCW]. See comparative table below.
Comparative Table
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.86 COOPERATIVE ASSOCIATIONS

Sections
23.86.040 When to do business — Liability.
[1925 ex.s. c 99 § 3; 1913 c 19 § 18; RRS § 3921. Formerly RCW 23.56.040.]
Repealed by 1989 c 307 § 44.
23.86.060 Articles — Signatures — Filing.
[1982 c 35 § 172; 1981 c 302 § 2; 1913 c 19 § 3; RRS § 3906. Formerly RCW 23.56.060.]
Repealed by 1989 c 307 § 44. Cf. RCW 23.86.045.
23.86.110 Stock — Issues — Vote — Limits.
[1959 c 12 § 4; 1953 c 258 § 1. Prior: (i) 1913 c 19 § 11, part; RRS § 3914, part. (ii) 1925 ex.s. c 99 § 2; 1913 c 19 § 8; RRS § 3911. Formerly RCW 23.56.110, part and 23.56.140.]
Repealed by 1989 c 307 § 44. Cf. RCW 23.86.115.
23.86.120 Subscriptions for stock in other associations.
[1981 c 297 § 33; 1913 c 19 § 9; RRS § 3912. Formerly RCW 23.56.120.]
Repealed by 1989 c 307 § 44.
23.86.130 Purchasing business of other associations.
[1913 c 19 § 10; RRS § 3913. Formerly RCW 23.56.130.]
Repealed by 1989 c 307 § 44.
23.86.140 Stock — Held in trust, when.
[1959 c 12 § 5. Prior: 1913 c 19 § 11; RRS § 3914. Formerly RCW 23.56.110, part and 23.56.140.]
Repealed by 1989 c 307 § 44.
23.86.150 Stockholders may vote by mail.
[1913 c 19 § 12; RRS § 3915. Formerly RCW 23.56.150.]
Repealed by 1989 c 307 § 44. Cf. RCW 23.86.115.
23.86.155 Failure to appoint registered agent-Removal-Reinstatement.
[1989 c 307 § 35.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
23.86.180 Annual reports — Contents — Filing.
[1913 c 19 § 15; RRS § 3918. Formerly RCW 23.56.180.]
Repealed by 1989 c 307 § 44.
23.86.190 Cooperative associations under former laws.
[1913 c 19 § 16; RRS § 3919. Formerly RCW 23.56.190.]
Repealed by 1981 c 297 § 39. Later enactment, see RCW 23.86.195.
23.86.300 Application of RCW 24.06.055 and 24.06.060.
[1989 c 307 § 14.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
23.86.320 Application of RCW 24.06.445.
[1989 c 307 § 16.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
23.86.335 Application of RCW 23B.14.203-Name not distinguishable from name of governmental entity.
[1997 c 12 § 8.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
23.86.340 Application of RCW 23B.14.220-Reinstatement.
[1991 c 72 § 22; 1989 c 307 § 18.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › RCW Dispositions › 23.90 MASSACHUSETTS TRUSTS

Sections
23.90.900 Severability-1959 c 220.
[1959 c 220 § 5.]
Decodified by the code reviser, July 2016.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.010 - Definitions.

RCW 23.78.010
Definitions.
For the purposes of this chapter, the terms defined in this section have the meanings given:
(1) "Employee cooperative" means a corporation that has elected to be governed by the provisions of this chapter.
(2) "Member" means a natural person who has been accepted for membership in, and owns a membership share issued by an employee cooperative.
(3) "Patronage" means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of incorporation and bylaws.
(4) "Written notice of allocation" means a written instrument which discloses to a member the stated dollar amount of the member's patronage allocation, and the terms for payment of that amount by the employee cooperative.
[ 1987 c 457 § 2.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.020 - Election by corporation to be governed as an employee cooperative—Laws governing.

RCW 23.78.020
Election by corporation to be governed as an employee cooperative—Laws governing.
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.
[ 2015 c 176 § 9101; 1991 c 72 § 9; 1987 c 457 § 3.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.030 - Revocation of election.

RCW 23.78.030
Revocation of election.
An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment delivered to the secretary of state for filing in accordance with RCW 23B.01.200, 23B.10.060, and Article 2 of chapter 23.95 RCW.
[ 2015 c 176 § 9102; 1991 c 72 § 10; 1987 c 457 § 4.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.040 - Corporate name.

RCW 23.78.040
Corporate name.
An employee cooperative may include the word "cooperative" or "co-op" in its corporate name.
[ 1987 c 457 § 5.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.050 - Members—Membership shares.

RCW 23.78.050
Members—Membership shares.
(1) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis.
(2) An employee cooperative shall issue a class of voting stock designated as "membership shares." Each member shall own only one membership share, and only members may own these shares.
(3) Membership shares shall be issued for a fee as determined from time to time by the directors. RCW 23B.06.040 and 23B.06.200 do not apply to such membership shares.
Members of an employee cooperative shall have all the rights and responsibilities of stockholders of a corporation organized under Title 23B RCW, except as otherwise provided in this chapter.
[ 1991 c 72 § 11; 1987 c 457 § 6.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.060 - Right to vote—Power to amend or repeal bylaws—Right to amend articles of incorporation.

RCW 23.78.060
Right to vote—Power to amend or repeal bylaws—Right to amend articles of incorporation.
(1) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter, or in the articles of incorporation.
(2) The power to amend or repeal bylaws of an employee cooperative shall be in the members only.
(3) Except as otherwise permitted by RCW 23B.10.040, no capital stock other than membership shares shall be permitted to vote on any amendment to the articles of incorporation.
[ 1991 c 72 § 12; 1987 c 457 § 7.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.070 - Net earnings or losses—Apportionment, distribution, and payment.

RCW 23.78.070
Net earnings or losses—Apportionment, distribution, and payment.
(1) The net earnings or losses of an employee cooperative shall be apportioned and distributed at the times and in the manner as the articles of incorporation or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period.
(2) The apportionment, distribution, and payment of net earnings required by subsection (1) of this section may be in cash, credits, written notices of allocation, or capital stock issued by the employee cooperative.
[ 1987 c 457 § 8.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.080 - Internal capital accounts authorized—Redemptions—Assignment of portion of retained net earnings and net losses to collective reserve account authorized.

RCW 23.78.080
Internal capital accounts authorized—Redemptions—Assignment of portion of retained net earnings and net losses to collective reserve account authorized.
(1) Any employee cooperative may establish through its articles of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.
(2) The articles of incorporation or bylaws of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if redemption would result in a violation of RCW 23B.06.400.
(3) The articles of incorporation or bylaws may provide for the employee cooperative to pay or credit interest on the balance in each member's internal capital account.
(4) The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.
[ 1991 c 72 § 13; 1987 c 457 § 9.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.090 - Internal capital account cooperatives.

RCW 23.78.090
Internal capital account cooperatives.
(1) An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders.
(2) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.
(3) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative.
[ 1987 c 457 § 10.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.100 - Provision for conversion of shares and accounts—Limitations upon merger.

RCW 23.78.100
Provision for conversion of shares and accounts—Limitations upon merger.
(1) When any employee cooperative revokes its election in accordance with RCW 23.78.030, the articles of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with Title 23B RCW.
(2) An employee cooperative that has not revoked its election under this chapter may not merge with another corporation other than an employee cooperative. Two or more employee cooperatives may merge in accordance with RCW 23B.01.200, 23B.07.050, and chapter 23B.11 RCW.
[ 1991 c 72 § 14; 1987 c 457 § 11.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.78 - Employee Cooperative Corporations. › 23.78.900 - Short title.

RCW 23.78.900
Short title.
This chapter may be cited as the employee cooperative corporations act.
[ 1987 c 457 § 1.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.86 - Cooperative Associations. › 23.86.007 - Definitions.

RCW 23.86.007
Definitions.
Unless the context clearly requires otherwise, the definitions in this section apply throughout this chapter.
(1) "Association" means any corporation subject to this chapter.
(2) "Member" or "members" includes a member or members of an association subject to this chapter without capital stock and a shareholder or shareholders of voting common stock in an association subject to this chapter with capital stock.
(3) "Articles of incorporation" means the original or restated articles of incorporation, articles of consolidation, or articles of association and all amendments including articles of merger. Corporations incorporated under this chapter with articles of association shall not be required to amend the title or references to the term "articles of association."
(4) "Director," "directors," or "board of directors" includes "trustee," "trustees," or "board of trustees" respectively. Corporations incorporated under this chapter with references in their articles of association or bylaws to "trustee," "trustees," or "board of trustees" shall not be required to amend the references.
(5) "Agricultural association" means an association that engages in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, or the manufacturing or marketing of the by-products thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies, or in the financing of these activities. In the application of the definition of agricultural association, "agricultural products" includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm products.
[ 1994 c 206 § 1; 1989 c 307 § 3.]
NOTES:
Legislative finding—1989 c 307: "The legislature finds that since 1921 there have existed in the laws of this state two separate incorporation statutes expressly designed for corporations intending to operate as nonprofit cooperatives. The existence of two cooperative incorporation statutes has been the source of confusion, disparity of treatment, and legal and administrative ambiguities, and the rationale for having two cooperative incorporation statutes is no longer valid. These cooperative incorporation statutes have not been updated with the regularity of this state's business incorporation statutes and, as a result, are deficient in certain respects." [ 1989 c 307 § 1.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.86 - Cooperative Associations. › 23.86.010 - Cooperative associations—Who may organize.

RCW 23.86.010
Cooperative associations—Who may organize.
Any number of persons may associate themselves together as a cooperative association, society, company or exchange, with or without capital stock, for the transaction of any lawful business on the cooperative plan. For the purposes of this chapter the words "association," "company," "exchange," "society" or "union" shall be construed the same.
[ 1989 c 307 § 4; 1913 c 19 § 1; RRS § 3904. Formerly RCW 23.56.010.] [1954 SLC-RO-7]
NOTES:
Legislative finding—1989 c 307: See note following RCW 23.86.007.
Severability—1913 c 19: "If any section or part of a section of this act shall for any cause be held unconstitutional such fact shall not affect the remainder of this act." [ 1913 c 19 § 20.] This applies to RCW 23.86.010 through 23.86.190.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.86 - Cooperative Associations. › 23.86.020 - Business authorized.

RCW 23.86.020
Business authorized.
An association created under this chapter, being for mutual welfare, the words "lawful business" shall extend to every kind of lawful effort for business, agricultural, dairy, mercantile, mining, manufacturing or mechanical business, on the cooperative plan.
[ 1913 c 19 § 7; RRS § 3910. Formerly RCW 23.56.020.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.86 - Cooperative Associations. › 23.86.022 - Certificate of authority as insurance company—Filing of documents.

RCW 23.86.022
Certificate of authority as insurance company—Filing of documents.
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 documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.
[ 1998 c 23 § 4.]